Documents found in this filing:

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended September 27, 2009

OR

o

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to .

Commission file number 0-19528

QUALCOMM Incorporated

(Exact name of registrant as specified in its charter)

Delaware

95-3685934

(State or other jurisdiction of

(I.R.S. Employer

incorporation or organization)

Identification No.)

5775 Morehouse Drive

San Diego, California

92121-1714

(Address of principal executive offices)

(Zip Code)

Registrants telephone number, including area code: (858) 587-1121

Securities registered pursuant to section 12(b) of the Act:

Title of Each Class

Name of Each Exchange on Which Registered

Common stock, $0.0001 par value

NASDAQ Stock Market LLC

Securities registered pursuant to Section 12(g) of the Act:
None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in
Rule 405 of the Securities Act.

YES þ NO o

Indicate by check mark if the registrant is not required to file reports pursuant to Section
13 or Section 15(d) of the Act.

YES o NO þ

Indicate by check mark whether the registrant (1) has filed all reports required to be filed
by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or
for such shorter period that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days.

YES þ NO o

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation
S-K is not contained herein, and will not be contained, to the best of registrants knowledge, in
definitive proxy or information statements incorporated by reference in Part III of this Form 10-K
or any amendment to this Form 10-K. o

Indicate by check mark whether the registrant has submitted electronically and posted on its
corporate Web site, if any, every Interactive Data File required to be submitted and posted
pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period
that the registrant was required to submit and post such files). YES þ NO o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated
filer, a non-accelerated filer, or a smaller reporting company. See the definitions of large
accelerated filer, accelerated filer and smaller reporting company in Rule 12b-2 of the
Exchange Act. (Check one):

Large accelerated filer þ

Accelerated filer o

Non-accelerated filer o
(Do not check if a smaller reporting company)

Smaller reporting company o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of
the Exchange Act). YES o NO þ

The aggregate market value of the voting and non-voting common equity held by non-affiliates
of the registrant as of March 29, 2009 was $62,311,546,530. *

The number of shares outstanding of the registrants common stock was 1,670,313,078 as of
November 2, 2009.

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the registrants Definitive Proxy Statement to be filed with the Commission
pursuant to Regulation 14A in connection with the registrants 2010 Annual Meeting of Stockholders,
to be filed subsequent to the date hereof, are incorporated by reference into Part III of this
Report. Such Definitive Proxy Statement will be filed with the Securities and Exchange Commission
not later than 120 days after the conclusion of the registrants fiscal year ended September 27,
2009.

*

Excludes the Common Stock held by executive
officers, directors and stockholders whose ownership exceeds 5% of the Common
Stock outstanding at March 29, 2009. This calculation does not reflect a
determination that such persons are affiliates for any other purposes.

QUALCOMM INCORPORATED
Form 10-K
For the Fiscal Year Ended September 27, 2009
Index

cdmaOne is a trademark of the CDMA Development Group, Inc. CDMA2000® is a
registered service mark and certification mark of the Telecommunications Industry Association.
Java® is a registered trademark and service mark of Sun Microsystems, Inc. Windows
Mobile® is a registered trademark of Microsoft Corporation. Palm OS® is a
registered trademark of Palm Inc. Linux® is a registered trademark of Linus Torvalds.
Android and Google Chrome are trademarks of Google Inc. Symbian® is a trademark of
Symbian Foundation Limited. Bluetooth®is a registered trademark of Bluetooth SIG, Inc.
iPhone®is a registered trademark of Apple, Inc.

All other trademarks, service marks and/or trade names appearing in this document are the
property of their respective holders.

In this document, the words Qualcomm, we, our, ours and us refer only to QUALCOMM
Incorporated and not any other person or entity.

PART I

Item 1. Business

This Annual Report (including, but not limited to, the following section regarding
Managements Discussion and Analysis of Financial Condition and Results of Operations) contains
forward-looking statements regarding our business, financial condition, results of operations and
prospects. Words such as expects, anticipates, intends, plans, believes, seeks,
estimates and similar expressions or variations of such words are intended to identify
forward-looking statements, but are not the exclusive means of identifying forward-looking
statements in this Annual Report. Additionally, statements concerning future matters such as the
development of new products, enhancements or technologies, sales levels, expense levels and other
statements regarding matters that are not historical are forward-looking statements.

Although forward-looking statements in this Annual Report reflect our good faith judgment,
such statements can only be based on facts and factors currently known by us. Consequently,
forward-looking statements are inherently subject to risks and uncertainties and actual results and
outcomes may differ materially from the results and outcomes discussed in or anticipated by the
forward-looking statements. Factors that could cause or contribute to such differences in results
and outcomes include without limitation those discussed under the heading Risk Factors below, as
well as those discussed elsewhere in this Annual Report. Readers are urged not to place undue
reliance on these forward-looking statements, which speak only as of the date of this Annual
Report. We undertake no obligation to revise or update any forward-looking statements in order to
reflect any event or circumstance that may arise after the date of this Annual Report. Readers are
urged to carefully review and consider the various disclosures made in this Annual Report, which
attempt to advise interested parties of the risks and factors that may affect our business,
financial condition, results of operations and prospects.

We incorporated in 1985 under the laws of the state of California. In 1991, we reincorporated
in the state of Delaware. We operate and report using a 52-53 week fiscal year ending the last
Sunday in September. Our 52-week fiscal years consist of four equal quarters of 13 weeks each, and
our 53-week fiscal years consist of three 13-week fiscal quarters and one 14-week fiscal quarter.
The financial results for our 53-week fiscal years and our 14-week fiscal quarters will not be
exactly comparable to our 52-week fiscal years and our 13-week fiscal quarters. Both of the fiscal
years ended September 27, 2009 and September 28, 2008 include 52 weeks. The fiscal year ended
September 30, 2007 includes 53 weeks.

Overview

In 1989, we publicly introduced the concept that a digital communication technique called CDMA
could be commercially successful in cellular wireless communication applications. CDMA stands for
Code Division Multiple Access and is one of the main technologies currently used in digital
wireless communications networks (also known as wireless networks). CDMA and TDMA (Time Division
Multiple Access), of which Global System for Mobile Communications (GSM) is the primary commercial
form, are the primary digital technologies currently used to transmit a wireless device users
voice or data over radio waves using a public cellular wireless network. Because we led, and
continue to lead, the development and commercialization of CDMA technology, we own significant
intellectual property, including patents, patent applications and trade secrets, which applies to
all versions of CDMA, portions of which we license to other companies and implement in our own
products. The wireless communications industry generally recognizes that a company seeking to
develop, manufacture and/or sell products that use CDMA technology will require a patent license
from us.

We also continue our leading role in the development of Orthogonal Frequency Division
Multiplexing Access (OFDMA)-based technologies, for which we have substantial intellectual
property. Our CDMA licensees sales of multimode third generation (3G) CDMA and OFDMA devices are
covered by their existing CDMA license agreements with us. We have begun to license companies to
make and sell single-mode OFDMA devices. In addition, nine companies have royalty-bearing licenses
under our patent portfolio for use in single-mode OFDMA products.

Our Revenues. We generate revenues by licensing portions of our intellectual property to
manufacturers of wireless products (such as wireless phones and other devices and the
infrastructure required to establish and operate a wireless network). We receive licensing fees and
royalties on products sold by our licensees that incorporate our patented technologies. We also
sell products and services, which include:

CDMA-based integrated circuits (also known as chips or chipsets) and Radio Frequency
(RF) and Power Management (PM) chips and system software used in mobile devices (also
known as subscriber units, which include handsets and modem cards) and in wireless
networks;



Equipment, software and services used by companies, including those in the
transportation industry and governments to wirelessly connect with their assets and
workforce;



Software products and services for content enablement across a wide variety of
platforms and devices for the wireless industry;



Services to wireless operators delivering multimedia content, including live
television, in the United States;

Our Integrated Circuits Business. We develop and supply CDMA-based integrated circuits and
system software for wireless voice and data communications, multimedia functions and global
positioning system products. We also design and create multimode and multiband integrated circuits
incorporating other wireless standards for roaming in global roaming markets. Our integrated
circuit products and system software are used in wireless devices, particularly mobile phones,
laptops, data modules, handheld wireless computers, data cards and infrastructure equipment. The
integrated circuits for wireless devices include the baseband Mobile Station Modem (MSM), Mobile
Data Modem (MDM), Qualcomm Single Chip (QSC), Qualcomm Snapdragon (QSD), RF, PM and Bluetooth
devices, as well as the system software that enables the other device components to interface with
the integrated circuit products and is the foundation software enabling device manufacturers to
develop handsets utilizing the functionality within the integrated circuits. These integrated
circuits for wireless devices and system software perform voice and data communication, multimedia
and global positioning functions, radio conversion between RF and baseband signals and power
management. Our infrastructure equipment Cell Site Modem (CSM) integrated circuits and system
software perform the core baseband CDMA modem functionality in the wireless operators base station
equipment providing wireless standards-compliant processing of voice and data signals to and from
wireless devices. Because of our broad and unique experience in designing and developing CDMA-based
products, we not only design the baseband integrated circuit, but the supporting system as well,
including the RF devices, PM devices and accompanying software products. This approach enables us
to optimize the performance of the wireless device with improved product features, as well as the
integration and performance of the network system. Our design of the system allows CDMA systems and
devices manufactured by our customers to come to market faster. We provide our integrated circuits
and system software, including reference designs and tools, to many of the worlds leading wireless
device and infrastructure equipment manufacturers. We also provide support to enable our customers
to reduce the time required to design their products and bring their products to market faster. We
plan to add additional features and capabilities to our integrated circuit products to help our
customers reduce the costs and size of their products, to simplify our customers design processes
and to enable more wireless devices and services.

Our Licensing Business. We grant licenses to use portions of our intellectual property
portfolio, which includes certain patent rights essential to and/or useful in the manufacture and
sale of certain wireless products, and collect license fees and royalties in partial consideration
for such licenses.

Our Wireless Device Software and Related Services Business. We provide software products and
services for the global wireless industry. Our BREW (Binary Runtime Environment for Wireless)
services enable wireless operators, device manufacturers and software developers to provide
over-the-air and pre-loaded wireless applications and services. Our Plaza suite of products, which
includes Plaza Retail and Plaza Mobile Internet, enable wireless operators, device manufacturers
and publishers to create and distribute mobile content across a wide variety of platforms and
devices. We also offer Xiam wireless content discovery and recommendation products to help wireless
operators improve usage and adoption of digital content and services. We also provide QChat, a push
to talk product optimized for 3G networks, as well as QPoint, which enables wireless operators to
offer enhanced 911 (E-911) wireless emergency and other location-based applications and services.

Our Asset Tracking and Services Business. We design, manufacture and sell equipment, license
software and provide services to our customers to enable them to connect wirelessly with their
assets, products and workforce. We offer satellite- and terrestrial-based two-way wireless
connectivity and position location services to transportation and logistics fleets and other
enterprise companies to enable our customers to track the location and monitor the performance of
their assets, and the workflow of their personnel.

Our FLO TV Business. Our subsidiary, FLO TV Incorporated (FLO TV), formerly MediaFLO USA,
Inc., offers its service over our nationwide multicast network based
on our MediaFLO Media Distribution System (MDS) and MediaFLO
technology, which leverages the Forward Link Only (FLO) air interface
standard. This network is utilized as a shared
resource for wireless operators and their customers in the United States. The commercial
availability of the FLO TV network and service on wireless operator devices will continue, in part,
to be determined by our wireless operator partners. FLO TVs network uses the 700 MHz spectrum for
which we hold licenses nationwide. Additionally, FLO TV has and will continue to procure, aggregate
and distribute content in service packages, which we will continue to make available on a wholesale
basis to our wireless operator customers (whether they operate on CDMA, WCDMA or GSM) in the United
States. In fiscal 2010, FLO TV expects to offer the FLO TV service on a subscription basis directly
to consumers in the United States. FLO TV plans to provide the services for use in personal
television devices, automotive devices and other portable device accessories. These devices are
expected to be sold through various retail and distribution channels.

Our MediaFLO Technologies (MFT) division is developing MediaFLO technology and marketing it
for deployment outside of the United States. The market for mobile TV remains nascent with numerous
competing technologies and standards.

Our Display Business. We develop display technology for the full range of consumer-targeted
mobile products. Our interferometric modulator (IMOD) display technology, based on a MEMS structure
combined with thin film optics and sold under the mirasol brand, is expected to provide
performance, power consumption and cost benefits as compared to current display technologies.

Wireless Telecommunications Market

Use of wireless telecommunications devices has increased dramatically in the past decade.
According to Wireless Intelligence estimates as of November 2009, the number of worldwide mobile
connections is expected to reach approximately 4.6 billion by the end of 2009 and almost 6.3
billion in 2013 reaching a wireless penetration rate of approximately 89%. Growth in the market for
wireless telecommunications services has traditionally been fueled by demand for voice
communications. There have been several factors responsible for the increasing demand for wireless
voice services, including:



lower cost of wireless handsets, joined with an increasing selection of appealing
mobile devices;

In addition to the tremendous demand for wireless voice services, wireless service providers
are increasingly focused on providing broadband wireless access to the Internet, as well as e-mail,
multimedia, entertainment, messaging, social networking, mobile commerce and position location
services. These services have been aided by the development and commercialization of
third-generation (3G) wireless networks and 3G devices which are capable of supporting higher data
rates that incorporate an ever-increasing array of new features and functionality, such as assisted
Global Positioning System (GPS)-based position location, digital cameras with flash and zoom
capabilities, internet browsers, e-mail, mobile widgets, interactive games, music and video
downloads and software download capability (e.g., application stores platform). In September 2009,
the Yankee Group, a global market intelligence and advisory firm in the technology and
telecommunications industries, estimated that more than 3.6 billion people will be using mobile
data services by 2013, and the revenue produced from these services will account for 25% of total
wireless service revenue worldwide. We believe the growing availability of 3G-enabled devices
capable of performing a wide variety of consumer and enterprise applications will accelerate the
demand for many wireless data services on a global basis and thus lead to an increased replacement
rate of second-generation (2G) mobile devices to 3G mobile devices using our technologies and
integrated circuits. Affordable wireless broadband

data connectivity is important to the consumer and enterprise, and its demand will continue to
drive the evolution of wireless standards.

According to Wireless Intelligence, the use of this 2G wireless standard has spread throughout
the world and is currently the basis for approximately 80% of the digital mobile communications in
use. With the deployment of WCDMA, a 3G CDMA-based technology, by GSM operators, many of the
current 3.6 billion GSM subscribers, as reported by Wireless Intelligence as of November 2009, are
expected to upgrade to 3G wireless services in order to enjoy the added features and functionality
available with 3G systems, among other things. For instance, the estimates from Wireless
Intelligence as of November 2009 project that the total number of WCDMA (UMTS) subscribers will
grow from 480 million at the end of 2009 to over 1.6 billion by the end of 2013.

Wireless Technologies

The significant growth in the use of wireless devices worldwide and demand for enhanced
network functionality requires constant innovation to further improve network reliability, expand
capacity and introduce new types of services. To meet these requirements, progressive generations
of wireless telecommunications technology standards have evolved. The adoption of wireless
standards for mobile communications within individual countries is generally determined by the
telecommunication service providers operating in those countries and, in some instances, local
government regulations. Such determinations are typically based on economic criteria and the
service providers evaluation of each technologys ability to provide the features and
functionality required for its business plan. More than two decades ago, the European Community
developed regulations requiring the use of the GSM standard, a TDMA-based, 2G technology. In
addition, there are several versions of CDMA technology that have been adopted worldwide as public
cellular standards. The first version, known as cdmaOne, is a 2G cellular technology that was first
commercially deployed in the mid-1990s. The other subsequent versions of CDMA are popularly
referred to as 3G technologies.

Second Generation. Compared to first generation analog systems, 2G digital technology provided
for significantly enhanced efficiency within a fixed spectrum resulting in greatly increased voice
capacity. 2G technologies also enabled numerous enhanced services, including paging, e-mail,
facsimile, connections to computer networks, greater privacy, lower prices, a greater number of
service options and greater fraud protection. However, data services (e-mail, fax, computer
connections) were generally limited to low speed transmission rates. The main 2G digital cellular
technologies are called cdmaOne or IS-95A/B, a technology we developed and patented, North American
TDMA, PDC (Personal Digital Cellular, a variant of North American TDMA), and GSM, also a form of
TDMA. Sales of North American TDMA and PDC phones have been discontinued with subscribers being
moved to GSM or 3G technologies. Wireless operators have shut down, or are planning to shut down,
usage of these 2G systems. Similarly, analog systems have been shut down in most places.

Third Generation. As a result of demand for wireless networks that simultaneously carry both
high speed data and voice traffic, the International Telecommunications Union (ITU), a standards
setting organization, adopted the 3G standard known as IMT-2000, which encompasses six terrestrial
operating radio interfaces, three of them based on our CDMA intellectual property. One other is
OFDMA-based, for which we have substantial intellectual property, and the other two are TDMA-based.
The three CDMA-based 3G technologies are known commonly throughout the wireless industry as:

CDMA Time Division Duplex (TDD), of which there are currently two versions, Time
Division Duplex-CDMA (TD-CDMA) and Time Division Synchronous-CDMA (TD-SCDMA).

The three CDMA radio interfaces have recently added OFDMA components. To differentiate them
from the 3G CDMA technologies, the OFDMA technologies are often called fourth generation (4G), even
though they are part of the IMT-2000 standard.

CDMA2000 and WCDMA are deployed today in wireless networks throughout the world. TD-SCDMA has
been deployed in China and is also part of the 3GPP specifications. EV-DO Release B in the CDMA2000
family supports a multicarrier downlink with the peak and attainable data rates depending upon the
number of carriers; Release 7 of HSPA+ supports two-antenna Multiple Input, Multiple Output (MIMO)
that can double the peak data rates; and

Release 8 of HSPA+ in the WCDMA family supports a dual-carrier downlink that can double the
peak and attainable data rates, or when used in conjunction with MIMO, quadruple the peak and
attainable data rates.

Some of the advantages of 3G CDMA technology over both analog and TDMA- and GSM-based
technologies include increased network capacity, network flexibility, compatibility with internet
protocols, higher capacity for data and faster access to data (Internet) and higher data throughput
rates. GSM has the benefit of more widespread roaming availability due to its wider worldwide
deployment. Handset selling price was once considered an advantage of GSM, however, low-priced
CDMA2000 handsets of $30 or less (wholesale sales price) are available today, further enabling
wireless CDMA growth in developing regions. The price differential between low-end 3G CDMA2000
devices and GSM devices is diminishing.

CDMA2000 (1X, 1xEV-DO, EV-DO Revision A) networks are deployed by operators in several markets
that support both voice and a wide range of high-speed wireless data services. Enhancements based
upon the CDAM2000 Revision E Standard, sometimes called 1x-Advanced, are being planned for CDMA2000
1X that will further increase voice capacity and data performance. Developments of 1xEV-DO Revision
B are expected to increase data rates and capacities. Standardization work is proceeding on what is
expected to be 1xEV-DO Revision C, sometimes called DO-Advanced. Enhancements based upon improved
implementations have and will continue to be deployed in our products to increase capacity and data
rates.

GSM operators around the world, including those in the European Community and AT&T in the
United States, have focused primarily on the UMTS Terrestrial Radio Access-Frequency Division
Duplexing (UTRA-FDD) radio interface of the IMT-2000 standard, known as WCDMA (standardized as
UMTS), which is based on our underlying CDMA technology and incorporates many of our patented
inventions (as are all of the CDMA radio interfaces of the IMT-2000 standard). The majority of the
worlds leading wireless device and infrastructure manufacturers (more than 105) have licensed our
technology for use in WCDMA products, enabling them to utilize this WCDMA mode of the 3G
technology.

A number of GSM operators deployed second and a half generation (2.5G) mobile packet data
technologies, such as General Packet Radio Service (GPRS) and
Enhanced Data
Rates for Global Evolution (EDGE), in areas serviced by GSM as a bridging technology while they
waited for 3G WCDMA devices to become more readily available and affordable so they can justify the
expense of upgrading their GSM system to provide WCDMA service. In some regions of the world,
regulatory restrictions have prevented deploying WCDMA in the lower frequency bands used by GSM,
thus requiring more cell sites for WCDMA to provide coverage. As a result, in less dense areas,
some wireless operators have not deployed WCDMA. From a technological perspective, we do not
believe that GPRS and EDGE effectively compete with 3G CDMA-based packet data services, either on a
cost per bit transmitted or performance basis. The European Union permitted IMT-2000 technologies,
which include WCDMA, to be deployed in the lower frequency 900 MHz band. This is called UMTS900.

The three ITU 3G CDMA radio interfaces are all based on the underlying core principles of CDMA
technology; however, the CDMA2000 mode enables a direct and more economical conversion for current
cdmaOne networks. Most cdmaOne operators have deployed CDMA2000 1X and have augmented their
networks with 1xEV-DO. While the WCDMA wireless air interface does use CDMA technology for
communications between the wireless device and the network, the core network is an upgraded GSM
core network, which is why GSM operators will deploy WCDMA rather than CDMA2000. Our
intellectual property rights include a valuable patent portfolio essential to implementation of
each of the 3G CDMA alternative standards and patents that are useful for commercially successful
product implementations. Generally, we have licensed substantially all of our patents to our CDMA
subscriber and infrastructure equipment licensees.

These 3G CDMA versions (CDMA2000, WCDMA, TD-CDMA and TD-SCDMA) from a technological
perspective require separate implementations and are not interchangeable. While the fundamental
core technologies are derived from CDMA and, in addition to other features and functionality, are
covered by our patents, they each require unique infrastructure products, network design and
management. However, subscriber roaming amongst systems using different air interfaces is made
possible through multimode wireless devices.

The various revisions of the 3G CDMA specifications have significantly increased performance
capacity and data speeds. It is expected that future revisions of the 3G CDMA specifications will
provide further enhancements. Many wireless operators are planning to deploy technology based on
OFDMA to complement their existing 3G networks to provide additional bandwidth for data
communications when they have access to new and wider spectrum resources. 3GPP has specified an
OFDMA system called Long Term Evolution (LTE), and the Institute of Electrical and Electronics
Engineers (IEEE) has specified 802.16 (WiMax). The OFDMA technologies that have been standardized
will support high data rates in up to 20 megahertz (MHz) channels. We have been actively

pursuing research and development of OFDMA-based wireless communication technologies and have
over 3,100 United States and 18,400 foreign pending patent applications and granted patents related
to these technologies. We believe that each of these standards incorporates our patented
technologies. We have nine companies with royalty-bearing licenses under our patent portfolio for
use in single-mode OFDMA products (i.e., OFDMA products that do not implement CDMA-based
standards). Multimode products that implement both OFDMA and CDMA technologies will in most cases
be licensed under our existing CDMA license agreements.

Our Engineering Resources. We have significant engineering resources, including engineers with
substantial expertise in CDMA, OFDMA and a broad range of other technologies. Using these
engineering resources, we expect to continue to develop new versions of CDMA, OFDMA and other
technologies, develop alternative technologies for certain specialized applications (including
multicast), participate in the formulation of new wireless telecommunications standards and
technologies and assist in deploying wireless voice and data communications networks around the
world.

Further Investments in New and Existing Products, Services and Technologies. We continue to
invest heavily in research and development in a variety of ways in an effort to extend the market
for our products and services.

We also continue to develop on our own, and with our partners, innovations that are integrated
into our product portfolio to further expand the market and enhance the value of our products and
services. At the same time, we are active within many industry bodies, including 3GPP,
3rd Generation Partnership Project 2 (3GPP2), Next Generation Mobile Networks (NGMN),
LTE SAE Trial Initiative (LSTI), Global Certification Forum (GCF) and Open Mobile Alliance (OMA),
to encourage the universal implementation of these innovations to support economies of scale and
interoperability of these innovations with existing and future mobile communication services to
preserve ongoing investments. These innovations are expected to enable our customers to improve the
performance or value of their existing services, offer these services more affordably and introduce
revenue-generating broadband data services ahead of their competition. Our patented technologies,
resulting from our strong investment in fundamental system research and development, have been and
are expected to continue to play a significant role in the future standards of 3GPP and 3GPP2.

In particular, we continue to contribute to the 3GPP and 3GPP2 standards to enable the next
level of mobile broadband data services based on OFDMA technologies. 3GPP has specified, as part
of Release 8, an OFDMA-based air interface called LTE to deliver higher mobile broadband data rates
using channel bandwidths up to 20 MHz. LTE has an FDD version and a TDD version, called TD-LTE. LTE
has been accepted to be part of the IMT-2000
specification as part of the normal update process. 3GPP is currently developing Release 9 of LTE
and has started working on Release 10. The LTE portion of Release 10, called LTE-Advanced, has been
proposed to be part of the IMT-Advanced specifications. Several years ago, the ITU created
IMT-Advanced as a follow-on process to IMT-2000 to encourage development of next generation air
interfaces. Both IMT-2000 and IMT-Advanced are under the umbrella of IMT. The ITU recognizes any of
the IMT technologies as being deployable in any spectrum identified by the ITU in the World Radio
Conferences (WRC) for mobile communications. Multiple wireless operators, including AT&T and
Verizon Wireless, have communicated their commitment to LTE as their next generation technology
path.

Furthermore, the 3G economies of scale greatly improve the availability and cost structure of
3GPP and 3GPP2 evolved technologies. The OFDMA family of standards is expected to be complementary
with 3G services, and we expect to provide multimode chipsets capable of operating across multiple
CDMA- and OFDMA-based technology deployment scenarios.

We also continue to develop and commercialize multimode, multiband and multinetwork products
that embody technologies such as GSM, GPRS, EDGE, Bluetooth, Wi-Fi, Universal Serial Bus (USB) and FLO. These use the Global
System for Mobile Communications-Mobile Application Part (GSM-MAP), American National Standards
Institute 41 (ANSI-41) and Internet Protocol (IP)-based core networks, as appropriate.

We continue to invest to provide our integrated circuit customers with chipsets that combine
multiple technologies into Single Chip (SC) products, incorporating advanced modems, processors and graphics engines, as
well as the tools to connect these diverse pieces of technology. We continue to support multiple mobile client software

We have developed our MediaFLO MDS and Orthogonal Frequency Division Multiplexing (OFDM)-based
MediaFLO technology to optimize the low cost delivery of multimedia content to multiple wireless
subscribers simultaneously, otherwise known as multicasting.

We continue to develop our IMOD display technology based on a micro-electro-mechanical-systems
(MEMS) structure combined with thin film optics and sold under the mirasol brand. Early-stage
mirasol displays have been incorporated in a limited number of consumer devices. IMOD display
technologies may be included in the full range of consumer-targeted mobile products and are
expected to provide performance, power consumption and cost benefits as compared to current display
technologies. In June 2009, we commenced operations of a dedicated mirasol display fabrication
plant in Taiwan. Operation of this plant is outsourced to Cheng Uei Precision Industry Co., Ltd.
(also known as Foxlink), a developer and manufacturer of communications devices, computers and
consumer electronics.

We intend to continue our active support of CDMA-based technologies, products and network
operations to grow our royalty revenues and integrated circuit and software revenues. From time to
time, we may also make acquisitions to meet certain technology needs, to obtain development
resources or to pursue new business opportunities.

We plan to continue to make strategic investments in early-stage and other companies that we
believe open new markets for our technology, support the design and introduction of new products
and services and/or possess unique capabilities or technology. To the extent that such investments
become liquid and meet our strategic objectives, we intend to make regular periodic sales of our
interests in these investments that are recognized in investment income.

Operating Segments

Consolidated revenues from international customers and licensees as a percentage of total
revenues were 94%, 91% and 87% in fiscal 2009, 2008 and 2007, respectively. During fiscal 2009,
35%, 23% and 11% of our revenues were from customers and licensees based in South Korea, China and
Japan, respectively, as compared to 35%, 21% and 14% during fiscal 2008, respectively, and 31%, 21%
and 17% during fiscal 2007, respectively. Revenues from two customers, LG Electronics and Samsung
Electronics, constituted a significant portion (each more than 10%) of consolidated revenues in
fiscal 2009, 2008 and 2007.

Qualcomm CDMA Technologies Segment (QCT). QCT is a leading developer and supplier of
CDMA-based integrated circuits and system software for wireless voice and data communications,
multimedia functions and global positioning system products. QCTs integrated circuit products and
system software are used in wireless devices, particularly mobile phones, laptops, data modules,
handheld wireless computers, data cards and infrastructure equipment. These products provide
customers with advanced wireless technology, enhanced component integration and interoperability
and reduced time-to-market. QCT markets and sells products in the United States and internationally
through a sales force based in the United States, China, France, Germany, India, Japan, South
Korea, Spain, Taiwan and the United Kingdom. QCT products are sold to many of the worlds leading
wireless handset, data card, laptop and infrastructure manufacturers. In fiscal 2009, QCT shipped
approximately 317 million MSM integrated circuits for CDMA wireless devices worldwide. QCT revenues
comprised 59%, 60% and 59% of total consolidated revenues in fiscal 2009, 2008 and 2007,
respectively.

QCT utilizes a fabless production business model, which means that we do not own or operate
foundries for the production of silicon wafers from which our integrated circuits are made.
Integrated circuits are die cut from silicon wafers that have completed the assembly and final test
manufacturing processes. Die cut from silicon wafers are the essential components of all of our
integrated circuits and a significant portion of the total integrated circuit cost. We rely on
independent third-party suppliers to perform the manufacturing and assembly, and most of the
testing, of our integrated circuits. Our suppliers are also responsible for the procurement of most
of the raw materials used in the production of our integrated circuits. The majority of our
integrated circuits are purchased using a two-stage manufacturing business model, in which we
purchase die from semiconductor manufacturing foundries and contract with separate third-party
manufacturers for back-end assembly and test services. We refer to this two-stage manufacturing
business model as Integrated Fabless Manufacturing (IFM). We also employ a turnkey model in which
our foundry suppliers are responsible for delivering fully assembled and tested integrated
circuits. Our fabless model provides us the flexibility to select suppliers that offer advanced
process technologies to manufacture, assemble and test our integrated circuits at a competitive
price.

QCT offers a broad portfolio of products, including both wireless device and infrastructure
integrated circuits, in support of CDMA2000 1X and 1xEV-DO, as well as the EV-DO Revision A and EV-DO
Revision B evolutions of CDMA 2000 technology. Leveraging our expertise in CDMA, we have also
developed integrated circuits for manufacturers and wireless operators deploying the WCDMA version
of 3G. More than 45 device manufacturers have selected our WCDMA products that support GSM/GPRS,
WCDMA, HSDPA, HSUPA and HSPA+ for their devices. We have not commercially sold a CSM integrated
circuit product for WCDMA base station equipment.

Our gpsOne position location technology is in more than 500 million gpsOne enabled devices
sold worldwide. Compatible with all major air interfaces, our gpsOne technology is the industrys
only fully-integrated wireless baseband and assisted GPS product and has enabled CDMA system
operators to cost-effectively meet the FCCs E-911 mandate.

The Snapdragon platform of chipset products is designed to enable computing-centric devices
that also offer a full range of wireless connectivity capabilities. Leveraging the Scorpion
low-power high-performance microprocessor, the Snapdragon platform expands Qualcomms reach beyond
the traditional wireless market by targeting not only the very high-end smartphone market but also the
smartbook category of consumer products.

Multimode Gobi modules are designed to deliver embedded mobile wireless connectivity to
notebook and netbook computers. Supporting numerous air interfaces, Gobi modules also feature GPS
capabilities to allow notebook manufacturers to more easily offer greater connectivity with their
products.

QCT also offers chipsets for WLAN and Bluetooth, complementary connectivity technologies to
its core 3G products. For WLAN, QCT offers both the WCN1320 chip that delivers up to four 802.11n
spatial streams for high-speed connectivity in residential settings and the WCN1312 chip for
handsets and other mobile devices. QCTs Bluetooth chips support Bluetooth connectivity for
handsets and headsets.

The market in which our QCT segment operates is intensely competitive. QCT competes worldwide
with a number of United States and international designers and manufacturers of semiconductors. As
a result of global expansion by foreign and domestic competitors, technological changes and the
potential for further industry consolidation, we anticipate the market to remain very competitive.
We believe that the principal competitive factors for our products may include performance, level
of integration, quality, compliance with industry standards, price, time-to-market, system cost,
design and engineering capabilities, new product innovation and customer support. We also compete
in both single- and dual-mode environments against alternative wireless communications technologies
including, but not limited to, GSM/GPRS/EDGE, TDMA and WiMAX.

QCTs current competitors include, but are not limited to, major companies such as Freescale,
Infineon, Marvell, Mediatek, ST-Ericsson, Texas Instruments and VIA Telecom, as well as major
telecommunication equipment companies such as Ericsson, Matsushita and Motorola, who design at
least some of their own integrated circuits and software for certain products. QCT also faces
competition from some early-stage companies. Our competitors may devote significantly greater
amounts of their financial, technical and other resources to market competitive telecommunications
systems or to develop and adopt competitive digital cellular technologies, and those efforts may
materially and adversely affect QCT. Moreover, competitors may offer more attractive product
pricing or financing terms than we do as a means of gaining access to the wireless
telecommunications market or customers.

Qualcomm Technology Licensing Segment (QTL). QTL grants licenses to use portions of our
intellectual property portfolio, which includes certain patent rights essential to and/or useful in
the manufacture and sale of certain wireless products, including, without limitation, products
implementing cdmaOne, CDMA2000, WCDMA, CDMA TDD (including TD-SCDMA), GSM/GPRS/EDGE and/or OFDMA
standards and their derivatives. QTL receives license fees as well as ongoing royalties based on
worldwide sales by licensees of products incorporating or using our intellectual property. License
fees are fixed amounts paid in one or more installments. Ongoing royalties are generally based upon
a percentage of the wholesale selling price of licensed products, net of certain permissible

As part of our strategy to expand the marketplace and generate new and ongoing licensing
revenues, significant resources are allocated to develop leading-edge technology for the
telecommunications industry. In addition to licensing manufacturers of subscriber and network
equipment, we have made our essential CDMA patents available to competitors of our QCT segment. We
have entered into agreements with certain companies, including but not limited to Broadcom,
Fujitsu, Infineon, NEC, Philips, Renesas and Texas Instruments. These agreements permit the
manufacture of CDMA-based integrated circuits. In exchange for these rights, we are, in various
cases, entitled to receive fees, royalties and/or rights that allow us to use these companies CDMA
and, in some cases, certain non-CDMA intellectual property for specified purposes. In every case,
these agreements do not allow such integrated circuit suppliers to pass through rights under
Qualcomms patents to such suppliers customers, and such customers sales of CDMA-, WCDMA- and
OFDMA-based cellular devices into which such suppliers integrated circuits are incorporated
require separate licensing arrangements with us in order to use our patented technologies.

We face competition in the development of intellectual property for future generations of
digital wireless communications technology and services. On a worldwide basis, we currently compete
primarily with the GSM/GPRS/EDGE digital wireless telecommunications technologies. GSM has been
utilized extensively in Europe, much of Asia other than Japan and South Korea, and certain other
countries. To date, GSM has been more widely adopted than CDMA, however, CDMA technologies have
been adopted for all 3G wireless systems. In addition, most GSM operators have deployed GPRS, a
packet data technology, as a 2.5G bridge technology, and a number of GSM operators have deployed or
are expected to deploy EDGE, while considering the use of 3G WCDMA for their system. A limited
number of wireless operators have commercially deployed and other wireless operators have started
testing OFDMA technology, a multi-carrier transmission technique not based on CDMA technology,
which divides the available spectrum into many carriers, with each carrier being modulated at a low
data rate relative to the combined rate for all carriers. According to Global mobile Suppliers
Association, in its October 2009 reports, 42 operators have committed to deploy LTE networks, an
OFDMA-based technology. We have invested in both the acquisition and the development of OFDMA
technology and intellectual property. We expect that upon the deployment of OFDMA-based networks,
the products implementing such technologies will be multimode and will also implement CDMA-based
technologies. The licenses granted under our existing CDMA license agreements generally cover
multimode CDMA/OFDMA devices, and our licensees are obligated to pay royalties under their
agreements for such devices. Further, nine companies have royalty-bearing
licenses under our patent portfolio for use in single-mode OFDMA products (i.e., products that
implement OFDMA-based standards but do not implement any CDMA-based standards).

Qualcomm Internet Services (QIS). The QIS division offers a set of software products and
content enablement services to support and accelerate the growth of the wireless data market. QIS
offers BREW services for wireless applications development, device configuration, application
distribution and billing and payment. BREW services are offered by more than 60 wireless operators
in 27 countries, reaching a base of more than 200 million devices. In addition, QIS announced the
Plaza suite of products in 2009 to enable wireless operators, device manufacturers and publishers
to create rich, mobile content across a wide variety of platforms and devices. Plaza Mobile
Internet is an end-to-end widget platform that offers wireless operators and publishers a framework
for the development, support and management of Internet-based content on a variety of handsets. In
July 2009, QIS announced América Móvil as the first customer for Plaza Mobile Internet. América
Móvil will offer this service across its 18 subsidiaries in Latin America, reaching more than 190
million wireless subscribers. Plaza Retail enables application retailers (typically operators) to
create and manage a mobile shopping experience across multiple platforms, devices and networks. We
also offer Xiam wireless content discovery and recommendation products to help wireless operators
improve usage and adoption of digital content and services by presenting relevant and targeted
offers to customers across all digital channels. QIS offers this personalization technology as a
standalone product, as well as integrating the technology as part of its core product offerings
(BREW and Plaza) to help wireless operators spur wireless data growth. Our QChat product enables
one-to-one (private) and one-to-many (group) push-to-talk calls over 3G networks. The technology
also allows over-the-air upgrades of mobile device software, management of group membership by
subscribers and ad-hoc creation of chat groups. QChat uses Voice over Internet Protocol (VoIP)
technologies, thereby sending voice

information in digital form over IP-based data networks in discrete packets rather than the
traditional circuit-switched protocols of the public switched telephone network. Our QPoint product
enables wireless operators to offer enhanced 911 (E-911) wireless emergency and other
location-based applications and services.

The QIS division develops and sells business-to-business products and services to companies
worldwide, through a sales and marketing team headquartered in San Diego, California with offices
worldwide. The QIS sales and marketing strategy is to enter into agreements with companies in
target markets by providing comprehensive technology and services that combine wireless Internet,
data and voice capabilities. We have numerous current and emerging competitors for each of our
products and services whose relative degree of success in the markets they serve may adversely
impact our margins and market share. Competing offerings to the BREW and Plaza Retail products
include device manufacturer-branded vertical application storefronts, such as Apples App Store for
the iPhone platform, operator-focused application retailing and content distribution solutions and
direct-to-consumer mobile content storefronts. Additionally, specialized software and service
providers may offer key components of a complete mobile content retailing product to operators or
device manufacturers seeking to build their own branded offerings internally. Competing offerings
to our Plaza Mobile Internet product include both operator-targeted mobile widget distribution and
management platforms, as well as direct-to-consumer mobile widget marketplaces that may be offered
by specialized providers or certain mobile device manufacturers. Our Xiam content discovery and
recommendations product faces competition from a small number of wireless operator-focused product
providers and from emerging Web-based content recommendations engines. Additionally, some larger
software providers and device manufacturers may attempt to build competing recommendations
solutions internally. Our QChat product competes with numerous push-to-talk services including
iDEN, which is used principally in the United States and Latin America. The push-to-talk services
market is nascent outside of the United States with several competing standards- and
non-standards-based technologies.

Qualcomm Enterprise Services (QES). The QES division provides equipment, software and services
to enable companies to wirelessly connect with their assets and workforce. QES offers satellite-
and terrestrial-based two-way wireless connectivity and position location services to
transportation and logistics fleets and other enterprise companies that permit customers to track
the location and monitor performance of their assets, communicate with their personnel and collect
data. The QES division markets and sells products through a sales force, partnerships and
distributors based in the United States, Europe, Latin America, Asia and Canada. Through September
2009, we have shipped approximately 1,344,000 satellite- and terrestrial-based mobile information
units. Wireless transmissions and position tracking for satellite-based systems are provided by
using leased transponders on commercially available geostationary Earth orbit satellites. The
terrestrial-based systems use wireless digital and analog terrestrial networks for messaging
transmission and the GPS constellation for position tracking. We generate revenues from sales of
network products and terminals, and information and location-based service and license fees.

In the United States and Mexico, we manufacture mobile communications equipment, sell related
software packages and provide ongoing messaging and maintenance services. Message transmissions for
operations in the United States are formatted and processed at our Network Management and Data
Center in San Diego, California, with a fully-redundant backup Network Management and Data Center
located in Las Vegas, Nevada.

Existing competitors of our QES division offering alternatives to our products are
aggressively pricing their products and services and could continue to do so in the future. In our
domestic markets, we face over ten key competitors to our satellite- and terrestrial-based mobile
fleet management and asset tracking products and services. Internationally, we face several key
competitors in Europe and Mexico. These competitors are offering new value-added products and
services similar in many cases to our existing or developing technologies. Emergence of new
competitors, particularly those offering low cost terrestrial-based products and current as well as
future satellite-based systems, may impact margins and intensify competition in new markets.
Similarly, some original equipment manufacturers (OEMs) of trucks and truck components are beginning to
offer built-in, on-board communications and position location reporting systems that may impact our
margins and intensify competition in our current and new markets. We are currently in discussions
with some trucking manufacturers about using our products as their embedded solution.

Qualcomm Government Technologies (QGOV). The QGOV division provides development, hardware and
analytical expertise involving wireless communications technologies to United States government
(USG) agencies. QGOV adapts, integrates and ships CDMA2000 1X and EV-DO deployable base stations to
the USG. QGOV also ships 2G CDMA secure wireless terrestrial phones that operate in enhanced
security modes and incorporate end-to-end encryption to the USG. Based on the percentage of QGOV
revenues to our total consolidated revenues, the USG is not a major customer.

Qualcomm Strategic Initiatives Segment (QSI). QSI manages our strategic investment activities,
including FLO TV Incorporated, our wholly-owned wireless multimedia operator subsidiary. As part of
our strategic investment activities, we intend to pursue various exit strategies at some point in
the future, which may include distribution of our ownership interest in FLO TV to our stockholders
in a spin-off transaction.

Strategic Investments. We make strategic investments to promote the worldwide adoption of
CDMA-based products and services for wireless voice and internet data communications, including
licensed device manufacturers and companies that support the design and introduction of new
CDMA-based products or possess unique capabilities or technology. We make strategic investments in
early-stage and other companies both directly and, from time to time, through venture funds to
support the adoption of CDMA and the use of the wireless Internet.

FLO TV. Our FLO TV subsidiary operates a nationwide multicast network in the United States
based on our MDS and MediaFLO technology. FLO TV uses 700 MHz spectrum for which we hold licenses
nationwide to deliver high-quality video and audio programming to wireless subscribers.
Additionally, FLO TV procures, aggregates and distributes content in service packages, which we
make available on a wholesale basis to our wireless operator customers in the United States. FLO
TVs Broadcast Operations Center and Network Operations Center are based in San Diego, California.

FLO TV continues to expand the availability of its commercial service. The commercial
availability of the FLO TV network and service will continue, in part, to be determined by our
wireless operator partners. Verizon Wireless began offering the FLO TV service during fiscal 2007,
and AT&T began offering the service in fiscal 2008. In addition, FLO TV is actively engaged in
discussions with other domestic wireless operators, consumer electronics and entertainment
companies about how they might utilize the FLO TV service. FLO TV is currently available in 85
markets, including the 40 largest markets in the United States. In fiscal 2010, FLO TV expects to
offer the FLO TV service on a subscription basis directly to consumers in the United States. FLO TV
plans to provide the service for use in personal television devices, automotive devices and other
portable device accessories. These devices are expected to be sold through various retail and
distribution channels.

We are developing our MediaFLO technology to enable FLO TV and potentially other international
wireless operators to optimize the low cost delivery of multimedia content to multiple wireless
subscribers simultaneously. Our efforts to sell this technology internationally are being conducted
by a nonreportable segment (MFT), and not by QSI, as we do not intend to pursue an exit strategy
from the MFT business. Our MediaFLO technology is designed specifically to bring broadcast quality
video to mobile devices efficiently and cost effectively. The MediaFLO technology operates on a
dedicated broadcast network and is complementary to wireless network operators currently operating
on CDMA2000 1xEV-DO, WCDMA or GSM networks.

We face indirect competition to our FLO TV products and services from wireless delivery of
streaming and downloadable video content via wireless operators, OEMs and other providers of mobile
video content, as well as from internet video content accessed through the mobile web browser.

Other Businesses.

Qualcomm MEMS Technologies (QMT). QMT is developing display technology for the full range of
consumer-targeted mobile products. QMTs IMOD display technology, based on a MEMS structure
combined with thin film optics and sold under the mirasol brand, is expected to provide
performance, power consumption and cost benefits as compared to current display technologies. With
the inclusion of color displays in all types of wireless devices, including models at the low end
of the market, the cost of the display has become an even more significant factor in the overall
cost of the device. An IMOD display should cost less to manufacture than a comparable liquid
crystal display because it requires fewer components and processing steps, thus supporting advanced
multimedia capabilities on all tiers of mobile devices.

Qualcomm Flarion Technologies (QFT). QFT is the developer and provider of fast low-latency
access with seamless handoff-OFDM (FLASH-OFDM), the wireless industrys first fully mobile OFDMA
offering. FLASH-OFDM is an air interface technology designed for the delivery of advanced internet
services in the mobile environment. Through FLASH-OFDM, QFT created an end-to-end network offering
for mobile operators, which includes the RadioRouter base station product line, wireless modems,
embedded chipsets and system software. The all-IP wireless network supports both broadband data and
packetized voice applications. QFTs considerable

expertise with OFDMA technology is now focused on the development of femtocell chipset
products and the creation of next generation air interface technologies.

MediaFLO Technologies (MFT). MFT is developing our MediaFLO technology and marketing it for
deployment outside of the United States. Global market awareness of MediaFLO technology has been
increasing through a number of successful trials in the United Kingdom, Taiwan, Hong Kong and
Malaysia. In addition, we are currently conducting two technology trials in Japan. MediaFLO
technology has been officially recognized by the Ministry of Internal Affairs and Communications as
one of the candidate technologies for multimedia broadcasting services for mobile terminals in
Japan.

In addition, we are pursuing numerous other international opportunities to market and deploy
MediaFLO technology worldwide. The FLO air interface is an open, globally-recognized technology
standardized by the Telecommunications Industry Association and the European Telecommunications
Standards Institute. It is also recommended by the International Telecommunication Unions
Radiocommunication Sector for the broadcasting of multimedia and data applications.

Research and Development

The wireless telecommunications industry is characterized by rapid technological change,
requiring a continuous effort to enhance existing products and develop new products and
technologies. Our research and development team has a demonstrated track record of innovation in
wireless communications technologies. Our research and development expenditures in fiscal 2009,
2008 and 2007 totaled approximately $2.4 billion, $2.3 billion and $1.8 billion, respectively.
Research and development expenditures were primarily related to the development of integrated
circuit products, next generation CDMA and OFDMA technologies, the expansion of our intellectual
property portfolio and other initiatives to support the acceleration of advanced wireless products
and services, including lower cost devices, the integration of wireless with consumer electronics
and computing, the convergence of multiband, multimode, multinetwork products and technologies,
third-party operating systems and services platforms. The technologies supporting these initiatives
may include CDMA2000 1X, 1xEV-DO, EV-DO Revision A, EV-DO Revision B, 1x Advanced, WCDMA, HSDPA,
HSUPA, HSPA+ and LTE. Research and development expenditures were also incurred related to the
development of our MediaFLO technology, MediaFLO MDS, mirasol display products using MEMS
technology, BREW products and mobile commerce applications.

We have research and development centers in various locations throughout the world that
support our global development activities and ongoing efforts to advance CDMA, OFDMA and a broad
range of other technologies. We continue to use our substantial engineering resources and expertise
to develop new technologies, applications and services and make them available to licensees to help
grow the wireless telecommunications market and generate new or expanded licensing opportunities.
In addition to internally sponsored research and development, we perform contract research and
development for various government agencies and commercial contractors.

Sales and Marketing

Sales and marketing activities of our operating segments are discussed under Operating
Segments in Item 1. Other marketing activities include public relations, web-marketing,
participation in technical conferences and trade shows, development of business cases and white
papers, competitive analyses, market intelligence and other marketing programs. Corporate Marketing
provides company information on our Internet site and through other media regarding our products,
strategies and technology to industry analysts and for publications.

Competition

Competition to our operating segments is discussed under Operating Segments in Item 1.
Competition in the wireless industry throughout the world continues to increase at a rapid pace as
consumers, businesses and governments realize the market potential of wireless telecommunications
products and services. We have facilitated competition in the wireless market by licensing and
enabling a large number of manufacturers. Although we have attained a significant position in the
industry, many of our current and potential competitors may have advantages over us, including:

greater sales and marketing, manufacturing, distribution, technical and other
resources; and



government support of other technologies (e.g., GSM).

Our wireless telecommunications competitors may have more established relationships and
greater technical, marketing, sales and distribution capabilities and greater access to channels,
including in regions primarily deploying 2G wireless communications technology. These competitors
also have established or may establish financial or strategic relationships among themselves or
with our existing or potential customers, resellers or other third parties. These relationships may
affect customers decisions to purchase products or license technology from us. Accordingly, new
competitors or alliances among competitors could emerge and rapidly acquire significant market
share to our detriment. In addition, many of these companies are licensees of our technologies and
have established market positions, trade names, trademarks, patents, copyrights, intellectual
property rights and substantial technological capabilities. We may face competition throughout the
world with new technologies and services introduced in the future as additional competitors enter
the marketplace for products based on 3G standards, OFDMA-based technologies or other wireless
technologies. Although we intend to continue to develop improvements to existing technologies, as
well as potential new technologies, there may be a continuing competitive threat from companies
introducing alternative versions of wireless technologies. We also expect that the price we charge
for our products and services may continue to decline as competition continues to intensify.

Patents, Trademarks and Trade Secrets

We rely on a combination of patents, copyrights, trade secrets, trademarks and proprietary
information to maintain and enhance our competitive position. In the United States, we have
approximately 11,600 granted patents and pending patent applications, of which approximately 3,600
patents have been granted. The vast majority of such patents and patent applications relate to
digital wireless communications technologies, including patents that are essential or may be
relevant to CDMA2000, WCDMA (UMTS), TD-SCDMA, TD-CDMA and OFDMA products. We also have and will
continue to actively file for broad patent protection outside the United States. We have
approximately 54,100 foreign granted patents and pending patent applications, of which
approximately 18,500 patents have been granted, that have broad coverage throughout most of the
world, including China, Japan, South Korea, Europe, Brazil, India, Taiwan and elsewhere.

Standards bodies have been informed that we hold patents that might be essential for all 3G
standards that are based on CDMA. We have committed to such standards bodies that we will offer to
license our essential patents for these CDMA standards on a fair and reasonable basis free from
unfair discrimination. We have also informed standards bodies that we may hold essential
intellectual property rights for certain standards that are based on OFDMA technology (e.g.,
802.16e, 802.16m and LTE).

Since our founding in 1985, we have focused heavily on technology development and innovation.
These efforts have resulted in a leading intellectual property portfolio related to wireless
technology. Because all commercially deployed forms of CDMA and their derivatives require the use
of our patents, our patent portfolio is the most widely and extensively licensed portfolio in the
industry with over 175 licensees. Over the years a number of companies have challenged our patent
position but at this time most, if not all, companies recognize that any company seeking to
develop, manufacture and/or sell products that use CDMA technologies will require a license or
other rights to use our patents.

As part of our strategy to generate licensing revenues and support worldwide adoption of our
CDMA technology, we license to other companies the rights to design, manufacture and sell products
utilizing certain portions of our CDMA intellectual property. Our current publicly announced CDMA
licensees are listed on our Internet site (www.qualcomm.com).

In all cases, we have licensed or otherwise provided rights to use our patented technologies
to interested companies on terms that are fair, reasonable and free from unfair discrimination.
Unlike some other companies in our industry that hold back certain key technologies, we offer
interested companies the opportunity to license essentially our entire patent portfolio for use in
cellular devices and cell site infrastructure equipment. Our strategy to broadly make available our
licensed technologies has been a catalyst for industry growth, helping to enable a wide range of
companies offering a broad array of wireless products and features while driving down average and
low-end selling prices for 3G handsets and other wireless devices. By licensing or otherwise
providing rights to a wide range of equipment manufacturers, encouraging innovative applications,
supporting equipment manufacturers with a total chipset and software solution, and focusing on
improving the efficiency of the airlink for wireless operators, we have helped 3G CDMA evolve, grow
and reduce device pricing all at a faster pace than the second generation technologies that
preceded it (e.g., GSM).

Under our license agreements, licensees are generally required to pay us a license fee as well
as ongoing royalties based on a percentage of the wholesale selling price, net of certain
permissible deductions (e.g., certain shipping costs, packing costs, VAT, etc.), of subscriber and
infrastructure equipment and/or a fixed per unit amount. License fees are paid in one or more
installments, while royalties generally continue throughout the life of the licensed patents. We
believe that our licensing terms are reasonable and fair to the companies that benefit from our
intellectual property and provide significant incentives for others to invest in CDMA (including
WCDMA) applications, as evidenced by the significant growth in the CDMA portion of the wireless
industry and the number of CDMA participants. Our license agreements generally provide us rights to
use certain of our licensees technology and intellectual property rights to manufacture and sell
certain products (e.g., Application-Specific Integrated Circuits) and related software,
subscriber units and/or infrastructure equipment. In most cases, our use of our licensees
technology and intellectual property is royalty free. However, under some of the licenses, if we
incorporate certain of the licensed technology or intellectual property into certain products, we
are obligated to pay royalties on the sale of such products.

Corporate Responsibility

At Qualcomm, we realize we have a significant role to play as we strive to better both our
local and global communities through ethical business practices, socially empowering technology
applications, educational and environmental programs and employee diversity and volunteerism.



Community Involvement. We are dedicated to developing and strengthening communities
worldwide and believe that involvement with community organizations is an important
avenue for our employees to develop as professionals and as citizens.



Diversity. We strongly believe in fostering an inclusive work environment globally
and are committed to advancing opportunities for all employees and encouraging
diversity through the workforce.



Environmental Health and Safety. We take a proactive approach to programs and
techniques that contribute to a better environment for our local communities as well as
our employees.



Corporate Sustainability. We are committed to energy efficiency, renewable energy
and sustainable best practices to reduce our carbon footprint.

As of September 27, 2009, we employed approximately 16,100 full-time, part-time and temporary
employees. During fiscal 2009, the number of employees increased by approximately 700 primarily due
to increases in engineering resources.

Available Information

Our Internet address is www.qualcomm.com. There we make available, free of charge, our annual
report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and any amendments
to those reports, as soon as reasonably practicable after we electronically file such material
with, or furnish it to, the Securities and Exchange Commission (SEC). We also make available on our
Internet site public financial information for which a report is not required to be filed with or
furnished to the SEC. Our SEC reports and other financial information can be accessed through the
investor relations section of our Internet site. The information found on our Internet site is not
part of this or any other report we file with or furnish to the SEC.

The public may read and copy any materials that we file with the SEC at the SECs Public
Reference Room located at 100 F Street, N.E., Washington, D.C. 20549. The public may obtain
information on the operation of the Public Reference Room by calling the SEC at (202) 551-8090. The
SEC also maintains electronic versions of our reports on its website at www.sec.gov.

Executive Officers

Our executive officers (and their ages as of September 27, 2009) are as follows:

Paul E. Jacobs, age 46, has served as Chairman of the Board of Directors since March 2009, as a
director since June 2005, and as Chief Executive Officer since July 2005. He served as Group
President of the Qualcomm Wireless & Internet (QWI) Group from July 2001 to June 2005. In addition,
he served as an Executive Vice President from

February 2000 to June 2005. Dr. Jacobs is also a director of A123 Systems, Inc., a lithium-ion
battery developer and manufacturer company. Dr. Jacobs holds a B.S. degree in Electrical
Engineering and Computer Science, an M.S. degree in Electrical Engineering and a Ph.D. degree in
Electrical Engineering and Computer Science from the University of California, Berkeley. Dr. Paul
Jacobs is the son of Dr. Irwin Mark Jacobs, a director of the Company.

Steven R. Altman, age 48, has served as President since July 2005. He served as an Executive
Vice President from November 1997 to June 2005 and as President of Qualcomm Technology Licensing
(QTL) from September 1995 to April 2005. He is also a director of Amylin Pharmaceuticals, Inc. Mr.
Altman holds a B.S. degree in Political Science and Administration from Northern Arizona University
and a J.D. from the University of San Diego.

Derek K. Aberle, age 39, has served as an Executive Vice President and as President of QTL
since September 2008. From October 2006 to September 2008, he served as a Senior Vice President and
as General Manager of QTL. Mr. Aberle joined the Company in December 2000 and prior to October 2006
held positions ranging from Legal Counsel to Vice President and General Manager of QTL. Mr. Aberle
holds a B.A. degree in Business Economics from the University of California, Santa Barbara and a
J.D. from the University of San Diego.

Andrew M. Gilbert, age 46, has served as an Executive Vice President and President of Qualcomm
Internet Services (QIS) and Qualcomm Europe since May 2009. He served as an Executive Vice
President and President of QIS, MediaFLO Technologies (MFT) and Qualcomm Europe from January 2008 to
May 2009. He served as Senior Vice President and President of Qualcomm Europe from November 2006 to
January 2008 and as President of Qualcomm Europe from February 2006 to November 2006. Mr. Gilbert
joined Qualcomm in January 2006 as Vice President of Qualcomm Europe. Prior to joining Qualcomm, he
served as Vice President and General Manager of Flarion Technologies European, Middle Eastern and
African regions from May 2002 to January 2006.

Margaret Peggy L. Johnson, age 47, has served as Executive Vice President of the Americas
and India since January 2008 and as an Executive Vice President since December 2006. She served as
President of MFT from December 2005 to January 2008 and as President of QIS from July 2001 to
January 2008. She served as Senior Vice President and General Manager of QIS from September 2000 to
July 2001. Ms. Johnson holds a B.S. degree in Electrical Engineering from San Diego State
University.

William E. Keitel, age 56, has served as an Executive Vice President since December 2003 and
as Chief Financial Officer since February 2002. He previously served as a Senior Vice President and
as Corporate Controller from May 1999 to February 2002. Mr. Keitel holds a B.A. degree in Business
Administration from the University of Wisconsin and an M.B.A. from Arizona State University.

Len J. Lauer, age 52, has served as Chief Operating Officer and as an Executive Vice President
since August 2008 and has responsibility for QWI, FLO TV, MFT, Qualcomm MEMS
Technologies (QMT), Corporate Engineering, Corporate Marketing and Global Business Development. He
served as Executive Vice President and Group President from December 2006 to July 2008. He was
Chief Operating Officer of Sprint Nextel from August 2005 to December 2006. Mr. Lauer was President
and Chief Operating Officer of Sprint Corporation from September 2003 until the Sprint-Nextel
merger in August 2005. Prior to that, he was President of Sprint PCS from October 2002 until
October 2004 and was President-Long Distance (formerly the Global Markets Group) at Sprint PCS from
September 2000 until October 2002. Mr. Lauer also served in several executive positions at Bell
Atlantic Corp. from 1992 to 1998. Mr. Lauer is also a director of H&R Block, Inc. Mr. Lauer holds a
B.S. degree in Managerial Economics from the University of California, San Diego.

James P. Lederer, age 49, has served as Executive Vice President and General Manager of
Qualcomm CDMA Technologies (QCT) since May 2009. He served as Executive Vice President, QCT
Business Planning and Finance from May 2008 to May 2009, Senior Vice President, QCT Finance from
April 2005 to April 2008, Vice President, Finance from July 2001 to April 2005 and Senior Director,
Finance from October 2000 to July 2001. Mr. Lederer joined Qualcomm in 1997 as a Senior Manager in
Corporate Finance. Mr. Lederer holds a B.S. degree in Business Administration (Finance/MIS) and an
M.B.A. from the State University of New York at Buffalo.

Steven M. Mollenkopf, age 40, has served as Executive Vice President and President of QCT
since August 2008. He served as Executive Vice President, QCT Product Management from May 2008 to
July 2008, as Senior Vice President, Engineering and Product Management from July 2006 to May 2008
and as Vice President, Engineering from April 2002 to July 2006. Mr. Mollenkopf joined Qualcomm in
1994 as an Engineer and throughout his tenure at Qualcomm held several other technical and
leadership roles. Mr. Mollenkopf holds a B.S. degree in Electrical Engineering from Virginia Tech
and an M.S. degree in Electrical Engineering from the University of Michigan.

Roberto Padovani, age 55, has served as Executive Vice President and Chief Technology Officer
since November 2001. He previously served as Senior Vice President from July 1996 to July 2001 and
as Executive Vice President from July 2001 to November 2001 in Corporate Research and Development.
Dr. Padovani holds a Laureate degree from the University of Padova, Italy and M.S. and Ph.D.
degrees from the University of Massachusetts, Amherst, all in Electrical and Computer Engineering.

Donald J. Rosenberg, age 58, has served as Executive Vice President, General Counsel and
Corporate Secretary since October 2007. He served as Senior Vice President, General Counsel and
Corporate Secretary for Apple Computer, Inc. from December 2006 to October 2007. From May 1975 to
November 2006, Mr. Rosenberg held numerous positions at IBM Corporation, including Senior Vice
President and General Counsel. Mr. Rosenberg holds a B.S. degree in Mathematics from the State
University of New York at Stony Brook and a J.D. from St. Johns University School of Law.

Daniel L. Sullivan, age 58, has served as Executive Vice President of Human Resources since
August 2001. He served as Senior Vice President of Human Resources from February 1996 to July 2001.
Dr. Sullivan holds a B.S. degree in Communication from Illinois State University, an M.A. degree in
Communication from West Virginia University and a Ph.D. in Organization Communication from the
University of Nebraska.

Jing Wang, age 47, has served as Executive Vice President of Asia Pacific, Middle East and
Africa since January 2008. He joined Qualcomm as a Senior Vice President in February 2001. Mr. Wang
also served as Chairman, Qualcomm Asia Pacific from August 2006 to January 2008 and as Chairman,
Qualcomm Greater China from March 2003 to August 2006. Mr. Wang holds a B.A. degree in Literature
from Anhui University, an LL.M from the Peoples University of China, Department of Law, and an
LL.M from the University of Virginia School of Law.

Item 1A. Risk Factors

You should consider each of the following factors as well as the other information in this
Annual Report in evaluating our business and our prospects. The risks and uncertainties described
below are not the only ones we face. Additional risks and uncertainties not presently known to us
or that we currently consider immaterial may also impair our business operations. If any of the
following risks actually occur, our business and financial results could be harmed. In that case,
the trading price of our common stock could decline. You should also refer to the other information
set forth in this Annual Report, including our financial statements and the related notes.

Risks Related to Our Businesses

If deployment of our technologies does not expand as expected, our revenues may not grow as
anticipated.

We focus our business primarily on developing, patenting and commercializing CDMA technology
for wireless telecommunications applications. Other digital wireless communications technologies,
particularly GSM technology, have been more widely deployed than CDMA technology. If adoption and
use of CDMA-based wireless communications standards do not continue in the countries where our
products and those of our customers and licensees are sold, our business and financial results
could suffer. If GSM wireless operators do not select CDMA for their networks or upgrade their
current networks to any CDMA-based third-generation (3G) technology, our business and financial
results could suffer since we have not previously generated significant revenues from sales of
single-mode GSM products. In addition to CDMA technology, we continue to invest in developing,
patenting and commercializing OFDMA technology, which has not yet been widely adopted and
commercially deployed, and our MediaFLO technology, which was commercially deployed
in the United States in fiscal 2007. If OFDMA is not widely adopted and commercially deployed
and/or MediaFLO technology is not more widely adopted by consumers in the United States or
commercially deployed internationally, our investments in OFDMA and MediaFLO technologies may not
provide us an adequate return.

Our business and the deployment of our technologies, products and services are dependent on
the success of our customers, licensees and CDMA-based wireless operators, as well as the timing of
their deployment of new services. Our licensees and CDMA-based wireless operators may incur lower
gross margins on products or services based on our technologies than on products using alternative
technologies as a result of greater competition or other factors. If CDMA-based wireless operators,
wireless device and/or infrastructure manufacturers cease providing CDMA-based products and/or
services, the deployment of CDMA technology could be negatively affected, and our business could
suffer.

We are dependent on the commercial deployment and upgrades of 3G wireless communications equipment,
products and services to increase our revenues, and our business may be harmed if wireless network
operators delay or are unsuccessful in the commercial deployment or upgrade of 3G technology or if
they deploy other technologies.

To increase our revenues in future periods, we are dependent upon the commercial deployment
and upgrades of 3G wireless communications equipment, products and services based on our CDMA
technology. Although wireless network operators have commercially deployed CDMA2000 and WCDMA, we
cannot predict the timing or success of further commercial deployments or expansions or upgrades of
CDMA2000, WCDMA or other CDMA systems. If existing deployments are not commercially successful or
do not continue to grow their subscriber base, or if new commercial deployments of CDMA2000, WCDMA
or other CDMA-based systems are delayed or unsuccessful, our business and financial results may be
harmed. In addition, our business could be harmed if wireless network operators deploy other
technologies or switch existing networks from CDMA to GSM without upgrading to WCDMA or if wireless
network operators introduce new technologies. A limited number of wireless operators have started
testing OFDMA technology, but the timing and extent of OFDMA deployments is uncertain, and we might
not be successful in developing and marketing OFDMA products.

Our patent portfolio may not be as successful in generating licensing income with respect to other
technologies as it has been for CDMA-based technologies.

Although we own a very strong portfolio of issued and pending patents related to GSM, GPRS,
EDGE, OFDM, OFDMA and/or Multiple Input, Multiple Output (MIMO) technologies, our patent portfolio
licensing program in these areas is less established and might not be as successful in generating
licensing income as our CDMA portfolio licensing program. Many wireless operators are investigating
or have selected LTE (or to a lesser extent WiMAX) as next-generation technologies for deployment
in existing or future spectrum bands as complementary to their existing CDMA-based networks.
Although we believe that our patented technology is essential and useful to implementation of the
LTE and WiMAX standards and have granted royalty-bearing licenses to nine companies to make and
sell products implementing those standards (including Nokia and two other major handset OEMs), we
might not achieve the same royalty revenues on such LTE or WiMAX deployments as on CDMA-based
deployments, and we might not achieve the same level of success in selling LTE or WiMAX products as
we have in CDMA-based products.

Our earnings are subject to substantial quarterly and annual fluctuations and to market downturns.

Our revenues and earnings have fluctuated significantly in the past and may fluctuate
significantly in the future. General economic or other conditions have caused a downturn in the
market for our products or technology. Despite the recent improvements in market conditions, a
future downturn in the market for our products or technology could adversely affect our operating
results and increase the risk of substantial quarterly and annual fluctuations in our earnings. Any
prolonged credit crisis may result in the insolvency of key suppliers resulting in product delays;
delays in reporting and/or payments from our licensees; the inability of our customers to obtain
credit to finance purchases of our products; customer/licensee insolvencies that impact our
customers/licensees ability to pay us and/or cause our customers to change delivery schedules,
cancel committed purchase orders or reduce purchase order commitment projections; uncertainty in
global economies, which could impact demand for CDMA-based products in various regions;
counterparty failures negatively impacting our treasury operations; and the inability to utilize
federal and/or state capital loss carryovers.

Volatility in financial markets has impacted, and could continue to impact, the value and
performance of our marketable securities. Net investment income could vary depending on the gains
or losses realized on the sale or exchange of securities, gains or losses from equity method
investments, impairment charges related to marketable securities and other investments, changes in
interest rates and changes in fair values of derivative instruments. Our cash and marketable
securities investments represent significant assets that may be subject to fluctuating or even
negative returns depending upon interest rate movements and financial market conditions in fixed
income and equity securities.

Our future operating results may be affected by many factors, including, but not limited to:
our ability to retain existing or secure anticipated customers or licensees, both domestically and
internationally; our ability to develop, introduce and market new technology, products and services
on a timely basis; management of inventory by us and our customers and their customers in response
to shifts in market demand; changes in the mix of technology and products developed, licensed,
produced and sold; seasonal customer demand; disputes with our customers and licensees; and other
factors described elsewhere in this Annual Report and in these risk factors.

These factors affecting our future earnings are difficult to forecast and could harm our
quarterly and/or annual operating results. If our earnings fail to meet the financial guidance we
provide to investors, or the expectations of investment analysts or investors in any period,
securities class action litigation could be brought against us and/or the market price of our
common stock could decline.

Despite the recent improvements in market conditions, a future decline in global economic
conditions could have adverse, wide-ranging effects on demand for our products and for the products
of our customers, particularly wireless communications equipment manufacturers or other members of
the wireless industry, such as wireless network operators. We cannot predict other negative events
that may have adverse effects on the economy, on demand for wireless device products or on wireless
device inventories at CDMA-based equipment manufacturers and wireless operators. Inflation and/or
deflation and economic recessions that adversely affect the global economy and capital markets also
adversely affect our customers and our end consumers. For example, our customers ability to
purchase or pay for our products and services, obtain financing and upgrade wireless networks could
be adversely affected, leading to cancellation or delay of orders for our products. Also, our end
consumers standards of living could be lowered, and their ability to purchase wireless devices
based on our technology could be diminished. Inflation could also increase our costs of raw
materials and operating expenses and harm our business in other ways, and deflation could reduce
our revenues if product prices fall. Any of these results from worsening global economic conditions
could negatively affect our revenues and operating results.

During fiscal 2009, 69% of our revenues were from customers and licensees based in South
Korea, China and Japan as compared to 70% and 69% during fiscal 2008 and 2007, respectively. These
customers sell their products to markets worldwide, including in Japan, South Korea, China, India,
North America, South America and Europe. A significant downturn in the economies of Asian countries
where many of our customers and licensees are located, particularly the economies of South Korea,
Japan and China, or the economies of the major markets they serve could materially harm our
business. In addition, the continued threat of terrorism and heightened security and military
action in response to this threat, or any future acts of war or terrorism, may cause disruptions to
the global economy and to the wireless communications industry and create uncertainties. Should
such negative events occur, subsequent economic recovery might not benefit us in the near term. If
it does not, our ability to increase or maintain our revenues and operating results may be
impaired. In addition, because we intend to continue to make significant investments in research
and development and to maintain extensive ongoing customer service and support capability, any
decline in the rate of growth of our revenues will have a significant adverse impact on our
operating results.

Our four largest customers accounted for 49% of consolidated revenues in fiscal 2009, 42% in fiscal
2008 and 34% in fiscal 2007. The loss of any one of our major customers or any reduction in the
demand for devices utilizing our CDMA technology could reduce our revenues and harm our ability to
achieve or sustain desired levels of operating results.

The loss of any one of our QCT segments significant customers or the delay, even if only
temporary, or cancellation of significant orders from any of these customers would reduce our
revenues in the period of the cancellation or deferral and harm our ability to achieve or sustain
expected levels of operating results. We derive a significant portion of our QCT segment revenues
from four major customers. Accordingly, unless and until our QCT segment diversifies and expands
its customer base, our future success will significantly depend upon the timing and size of any
future purchase orders from these customers. Factors that may impact the size and timing of orders
from customers of our QCT segment include, among others, the following:



the product requirements of our customers and the network operators;



the level of component integration and interoperability required by operators;



the financial and operational success of our customers;



the success of our customers products that incorporate our products;



changes in wireless penetration growth rates;



value added features which drive replacement rates;



shortages of key products and components;



fluctuations in channel inventory levels;



the success of products sold to our customers by competitors;



the rate of deployment of new technology by the wireless network operators and the
rate of adoption of new technology by the end consumers;

the extent to which certain customers successfully develop and produce CDMA-based
integrated circuits and system software to meet their own needs or source such products
from other suppliers;



general economic conditions; and



changes in governmental regulations in countries where we or our customers currently
operate or plan to operate.

We derive a significant portion of our royalty revenues in our QTL segment from a limited number of
licensees and our future success depends on the ability of our licensees to obtain market
acceptance for their products.

Our QTL segment today derives royalty revenues primarily from sales of CDMA products by our
licensees. Although we have more than 175 licensees, we derive a significant portion of our royalty
revenues from a limited number of licensees. Our future success depends upon the ability of our
licensees to develop, introduce and deliver high-volume products that achieve and sustain market
acceptance. We have little or no control over the sales efforts of our licensees, and our licensees
might not be successful. Reductions in the average selling price of wireless communications devices
utilizing our CDMA technology, without a comparable increase in the volumes of such devices sold,
could have a material adverse effect on our business.

We may not be able to modify some of our license agreements to license later patents without
modifying some of the other material terms and conditions of such license agreements, and such
modifications may impact our revenues.

The licenses granted to and from us under a number of our license agreements include only
patents that are either filed or issued prior to a certain date, and, in a small number of
agreements, royalties are payable on those patents for a specified time period. As a result, there
are agreements with some licensees where later patents are not licensed by or to us under our
license agreements. In order to license any such later patents, we will need to extend or modify
our license agreements or enter into new license agreements with such licensees. We might not be
able to modify such license agreements in the future to license any such later patents or extend
such date(s) to incorporate later patents without affecting the material terms and conditions of
our license agreements with such licensees.

Efforts by some telecommunications equipment manufacturers to avoid paying fair and reasonable
royalties for the use of our intellectual property may create uncertainty about our future business
prospects, may require the investment of substantial management time and financial resources, and
may result in legal decisions and/or political actions by foreign governments that harm our
business.

A small number of companies have initiated various strategies in an attempt to renegotiate,
mitigate and/or eliminate their need to pay royalties to us for the use of our intellectual
property in order to negatively affect our business model and that of our other licensees. These
strategies have included (i) litigation, often alleging infringement of patents held by such
companies, patent misuse, patent exhaustion and patent and license unenforceability, or some form
of unfair competition, (ii) taking questionable positions on the interpretation of contracts with
us, (iii) appeals to governmental authorities, such as the complaints filed with the European
Commission (EC) during the fourth calendar quarter of 2005 and with the Korea Fair Trade Commission
(KFTC) and the Japan Fair Trade Commission (JFTC) during 2006, (iv) collective action, including
working with carriers, standards bodies, other like-minded technology companies and other
organizations, formal and informal, to adopt intellectual property policies and practices which
could have the effect of limiting returns on intellectual property innovations and (v) lobbying
with governmental regulators and elected officials for the purpose of seeking the imposition of
some form of compulsory licensing and/or to weaken a patent holders ability to enforce its rights
or obtain a fair return for such rights. A number of these strategies are purportedly based on
interpretations of the policies of certain standards development organizations concerning the
licensing of patents that are or may be essential to industry standards and our alleged failure to
abide by these policies. There is a risk that relevant courts or governmental agencies will
interpret those policies in a manner adverse to our interests.

Six companies (Nokia, Ericsson, Panasonic, Texas Instruments, Broadcom and NEC) submitted
separate formal complaints to the Competition Directorate of the EC accusing our business
practices, with respect to licensing of patents and sales of chipsets, to be in violation of
Article 82 of the EC treaty. We received the complaints, submitted a response and have cooperated
with the EC in its investigation. On October 1, 2007, the EC announced that it had initiated a
proceeding. To date, the EC has not announced whether it would issue a Statement of Objections or
whether it has made any conclusions as to the merits of the complaints. On July 23, 2008, we
entered into an agreement with Nokia in which Nokia agreed to withdraw its complaint as part of the
settlement of disputes between the parties, and on April 26, 2009, we entered into an agreement
with Broadcom in which Broadcom agreed to withdraw its complaint as part of the settlement of
disputes between the parties; however, although Nokia and

Broadcom have each withdrawn their complaints, the investigation remains active. While the
ECs actions to date do not indicate that the EC has found any evidence of a violation by us and we
believe that none of our business practices violate the legal requirements of Article 82 of the EC
treaty, if the EC determines liability as to any of the alleged violations, it could impose fines
and/or require us to modify our practices. Further, the continuation of this investigation could be
expensive and time consuming to address, divert management attention from our business and harm our
reputation. Although such potential adverse findings may be appealed within the EC legal system, an
adverse final determination could have a significant negative impact on our revenues and/or
earnings. Two U.S. companies (Texas Instruments and Broadcom) and two South Korean companies
(Nextreaming Corp. and Thin Multimedia, Inc.) filed complaints with the KFTC alleging that certain
of our business practices violate South Korean anti-trust regulations. On February 17, 2009, the
KFTC issued a Case Examiners report setting forth allegations with respect to the lawfulness of
certain business practices related to our integration of multimedia solutions into our chipsets,
rebates and discounts provided to our chipset customers and of certain licensing practices. As a
result of its agreement with us, in May 2009 Broadcom withdrew its complaint to the KFTC. Hearings
before the KFTC commenced on May 27, 2009, and on July 23, 2009, the KFTC announced its ruling in
the case, although the written decision has not yet been issued. The KFTC announced that it found
us to be in violation of South Korean law by offering certain discounts and rebates for purchases
of our CDMA chips and that it would levy a fine of at least 260 billion Korean won, as well as
order us to cease the practices at issue. We intend to appeal the written decision once issued. As a result of this announcement, we
recorded a $230 million charge during fiscal 2009. We
do not anticipate that the cease and desist remedies ordered will have a material effect on our
operations. In July 2009, the KFTC also announced that it would continue its review of our
integration of multimedia functions into our chipsets, but it has not announced any decisions in
that regard. The JFTC has also received unspecified complaints alleging that our business practices
are, in some way, a violation of Japanese law. We have not received the complaints but we have
submitted certain requested information and documents to the JFTC regarding the non-assert,
cross-licensing and royalty provisions in our license agreements and BREW agreements. On September
29, 2009, the JFTC issued a Cease and Desist Order (CDO) concluding that our Japanese licensees
were forced to cross-license patents to us on a royalty-free basis and were forced to accept a
provision under which they agreed not to assert their essential patents against our other licensees
who made a similar commitment in their license agreements with us. The CDO seeks to require us to
modify our existing license agreements with Japanese companies to eliminate these provisions while
preserving the license of our patents to those companies. We disagree with the conclusions that we
forced our Japanese licensees to agree to any provision in the parties agreements and that those
provisions violate Japans Anti-Monopoly Act. We intend to invoke our right under Japanese law to
an administrative hearing before the JFTC, request that the JFTC suspend the CDO pending a decision
following the hearing, and seek a stay of the CDO from the Japanese courts should the JFTC deny our
request to suspend the CDO. Rejection of our requests to suspend or stay the CDO or an adverse
final determination following administrative and judicial (if necessary) review of the CDO could
have a significant negative impact on our business, including our revenues and/or earnings. We
believe that none of our business practices violate the legal requirements of South Korean
competition law or Japanese competition law. However, continuation of the KFTCs investigation and
administrative and judicial review of the KFTCs written decision and the JFTCs CDO could be
expensive and time consuming to address, divert management attention from our business and harm our
reputation.

Although we believe that these challenges are without merit, and we will continue to
vigorously defend our intellectual property and contract rights and our right to continue to
receive a fair return for our innovations, the distractions caused by challenges to our business
model and licensing program are undesirable and the legal and other costs associated with defending
our position have been and continue to be significant. We assume, as should investors, that such
challenges will continue into the foreseeable future and may require the investment of substantial
management time and financial resources to explain and defend our position.

The enforcement and protection of our intellectual property rights may be expensive and could
divert our valuable resources.

We rely primarily on patent, copyright, trademark and trade secret laws, as well as
nondisclosure and confidentiality agreements and other methods, to protect our proprietary
information, technologies and processes, including our patent portfolio. Policing unauthorized use
of our products and technologies is difficult and time consuming. We cannot be certain that the
steps we have taken will prevent the misappropriation or unauthorized use of our proprietary
information and technologies, particularly in foreign countries where the laws may not protect our
proprietary intellectual property rights as fully or as readily as United States laws. We cannot be
certain that the laws and policies of any country, including the United States, or the practices of
any of the standards bodies, foreign or

domestic, with respect to intellectual property enforcement or licensing, issuance of wireless
licenses or the adoption of standards, will not be changed in a way detrimental to our licensing
program or to the sale or use of our products or technology.

The vast majority of our patents and patent applications relate to our wireless communications
technology and much of the remainder of our patents and patent applications relate to our other
technologies and products. We may need to litigate to enforce our intellectual property rights,
protect our trade secrets or determine the validity and scope of proprietary rights of others. As a
result of any such litigation, we could lose our ability to enforce one or more patents or incur
substantial unexpected operating costs. Any action we take to enforce our intellectual property
rights could be costly and could absorb significant management time and attention, which, in turn,
could negatively impact our operating results. In addition, failure to protect our trademark rights
could impair our brand identity.

Claims by other companies that we infringe their intellectual property or that patents on which we
rely are invalid could adversely affect our business.

From time to time, companies have asserted, and may again assert, patent, copyright and other
intellectual property rights against our products or products using our technologies or other
technologies used in our industry. These claims have resulted and may again result in our
involvement in litigation. We may not prevail in such litigation given the complex technical issues
and inherent uncertainties in intellectual property litigation. If any of our products were found
to infringe on another companys intellectual property rights, we could be subject to an injunction
or required to redesign our products, which could be costly, or to license such rights and/or pay
damages or other compensation to such other company. If we were unable to redesign our products,
license such intellectual property rights used in our products or otherwise distribute our products
through a licensed supplier, we could be prohibited from making and selling such products.

We expect that we will continue to be involved in litigation and may have to appear in front
of administrative bodies (such as the U.S. International Trade Commission) to defend against patent
assertions against our products by companies, some of whom are attempting to gain competitive
advantage or negotiating leverage in licensing negotiations. We may not be successful and, if we
are not, the range of possible outcomes includes everything from a royalty payment to an injunction
on the sale of certain of our chipsets (and on the sale of our customers devices using our
chipsets) and the imposition of royalty payments that might make purchases of our chipsets less
economical for our customers. A negative outcome in any such litigation could severely disrupt the
business of our chipset customers and their wireless customers, which in turn could hurt our
relationships with our chipset customers and wireless operators and could result in a decline in
our share of worldwide chipset sales and/or a reduction in our licensees sales to wireless
operators, causing a corresponding decline in our chipset and/or licensing revenues.

In addition, as the number of competitors or other patent holders in the market increases and
the functionality of our products expands to include additional technologies and features, we may
become subject to claims of infringement or misappropriation of the intellectual property rights of
others. Any claims, regardless of their merit, could be time consuming to address, result in costly
litigation, divert the efforts of our technical and management personnel or cause product release
or shipment delays, any of which could have a material adverse effect upon our operating results.
In any potential dispute involving other companies patents or other intellectual property, our
chipset suppliers and customers could also become the targets of litigation. We are contingently
liable under certain product sales, services, license and other agreements to indemnify certain
customers against certain types of liability and/or damages arising from qualifying claims of
patent infringement by products or services sold or provided by us. Reimbursements under
indemnification arrangements could have a material adverse effect on our results of operations.
Furthermore, any such litigation could severely disrupt the supply of our products and the business
of our chipset customers and their wireless operator customers, which in turn could hurt our
relationships with our chipset customers and wireless operators and could result in a decline in
our chipset sales and/or a reduction in our licensees sales to wireless operators, causing a
corresponding decline in our chipset and/or licensing revenues.

A number of other companies have claimed to own patents essential to various CDMA standards,
GSM standards and OFDMA standards or implementations of OFDM and OFDMA systems. If we or other
product manufacturers are required to obtain additional licenses and/or pay royalties to one or
more patent holders, this could have a material adverse effect on the commercial implementation of
our CDMA, GSM, OFDMA or multimode products and technologies, demand for our licensees products and
our profitability.

Other companies or entities also have, and may again, commence actions seeking to establish
the invalidity of our patents. In the event that one or more of our patents are challenged, a court
may invalidate the patent(s) or determine that the patent(s) is not enforceable, which could harm
our competitive position. If our key patents are

invalidated, or if the scope of the claims in any of these patents is limited by court
decision, we could be prevented from licensing the invalidated or limited portion of such patents.
Such adverse decisions could negatively impact our revenues. Even if such a patent challenge is not
successful, it could be expensive and time consuming to address, divert management attention from
our business and harm our reputation.

Our industry is subject to competition that could result in decreased demand for our products and the products of our customers and licensees and/or declining average selling prices for our
licensees products and our products, negatively affecting our revenues and operating results.

We currently face significant competition in our markets and expect that competition will
continue. Competition in the telecommunications market is affected by various factors, including:



comprehensiveness of products and technologies;



value added features which drive replacement rates and selling prices;



manufacturing capability;



scalability and the ability of the system technology to meet customers immediate and
future network requirements;



product performance and quality;



design and engineering capabilities;



compliance with industry standards;



time-to-market;



system cost; and



customer support.

This competition may result in increased development costs and reduced average selling prices
for our products and those of our customers and licensees. Reductions in the average selling prices
of our licensees products, unless offset by an increase in volumes, generally result in reduced
royalties payable to us. While pricing pressures from competition may, to a large extent, be
mitigated by the introduction of new features and functionality in our licensees products as
evidenced by the recent success of smartphones and other feature
rich, data capable devices, there
is no guarantee that such mitigation will continue to occur. We anticipate that additional
competitors will enter our markets as a result of growth opportunities in wireless
telecommunications, the trend toward global expansion by foreign and domestic competitors,
technological and public policy changes and relatively low barriers to entry in selected segments
of the industry.

Companies that promote non-CDMA technologies (e.g., GSM, WiMAX) and companies that design
competing CDMA-based integrated circuits are generally included amongst our competitors or
potential competitors in the United States or abroad. Examples (some of whom are strategic partners
of ours in other areas) include Broadcom, Freescale, Fujitsu, Icera, Infineon, Intel, Mediatek,
NEC, nVidia, Renesas, ST-Ericsson (a joint venture between Ericsson Mobile Platforms and ST-NXP
Wireless), Texas Instruments and VIA Telecom. With respect to our QES business, our competitors are
aggressively pricing products and services and are offering new value-added products and services,
which may impact margins, intensify competition in current and new markets and harm our ability to
compete in certain markets.

Many of these current and potential competitors have advantages over us, including:

greater sales and marketing, manufacturing, distribution, technical and other
resources; and



government support of other technologies.

As a result of these and other factors, our competitors may be more successful than us. In
addition, we anticipate new competitors, including companies not previously engaged in
manufacturing telecommunications chipsets, to

begin offering and selling products based on 3G standards, LTE and WiMAX. These competitors
may have more established relationships and distribution channels in markets not currently
deploying CDMA-based wireless communications technology. These competitors also may have
established or may establish financial or strategic relationships among themselves or with our
existing or potential customers, resellers or other third parties. These relationships may affect
our customers decisions to purchase products or license technology from us or to use alternative
technologies. Accordingly, new competitors or alliances among competitors could emerge and rapidly
acquire significant market share of sales to our detriment. In addition to the foregoing, we have
seen, and believe we will continue to see, an increase in customers requesting that we develop
products, including chipsets, that will operate in an open source environment, which offers
practical accessibility to a portion of a products source code. Developing open source compliant
products, without imperiling the intellectual property rights upon which our licensing business
depends, may prove difficult under certain circumstances, thereby placing us at a competitive
disadvantage for new product designs.

We continue to believe our FLO TV service offering provides compelling advantages to
consumers. However, we face indirect competition to our FLO TV products and services from wireless
delivery of streaming and downloadable video content via wireless operators, OEMs and other
providers of mobile video content, as well as from internet video content accessed through the
mobile web browser.

While we continue to believe our QMT Divisions interferometric modulator (IMOD) displays will
offer compelling advantages to users of displays, there can be no assurance that other technologies
will not continue to improve in ways that reduce the advantages we anticipate from our IMOD
displays. Sales of flat panel displays are currently, and we believe will likely continue to be for
some time, dominated by displays based on liquid crystal display (LCD) technology. Numerous
companies are making substantial investments in, and conducting research to improve characteristics
of, LCDs. Additionally, several other flat panel display technologies have been, or are being,
developed, including technologies for the production of organic light-emitting diode (OLED), field
emission, inorganic electroluminescence, gas plasma and vacuum fluorescent displays. In each case,
advances in LCD or other flat panel display technologies could result in technologies that are more
cost effective, have fewer display limitations or can be brought to market faster than our IMOD
technology. These advances in competing technologies might cause display manufacturers to avoid
entering into commercial relationships with us, or not renew planned or existing relationships with
us. Our QMT division had $389 million in assets (including $128 million in goodwill) at September
27, 2009. If we do not achieve adequate market penetration with our IMOD display technology, our
assets may become impaired, which could negatively impact our operating results.

Attempts by certain companies, if successful, to amend or modify Standards Development
Organizations (SDOs) and other industry forums intellectual property policies could impact our
licensing business.

Some companies have proposed significant changes to existing intellectual property policies
for implementation by SDOs and other industry organizations, some of which would require a maximum
aggregate intellectual property royalty rate for the use of all essential patents owned by all of
the member companies to be applied to the selling price of any product implementing the relevant
standard. They have further proposed that such maximum aggregate royalty rate be apportioned to
each member company with essential patents based upon the number of essential patents held by such
company. In May 2007, seven companies (Nokia, Nokia-Siemens, NEC, Ericsson, SonyEricsson,
Alcatel-Lucent and NextWave) issued a press release announcing their commitment to the principles
described above with respect to the licensing of patents essential to LTE and inviting all other
industry participants to join them in adopting such policies. Although the European
Telecommunications Standards Institute (ETSI) IPR Special Committee and the Next Generation Mobile
Network industry group have thus far determined that such proposals should not be adopted as
amendments to existing ETSI policies or new policies, and no other companies have joined these
seven companies, such proposals as described above might be revisited within ETSI and might be
adopted by other SDOs or industry groups, formal and/or informal, resulting in a potential
disadvantage to our business model either by artificially limiting our return on investment with
respect to new technologies or forcing us to work outside of the SDOs or such other industry groups
for promoting our new technologies.

We depend upon a limited number of third-party suppliers to manufacture and test component parts,
subassemblies and finished goods for our products. If these third-party suppliers do not allocate
adequate manufacturing and test capacity in their facilities to produce products on our behalf, or
if there are any disruptions in the operations, or the loss, of any of these third parties, it
could harm our ability to meet our delivery obligations to our customers, reduce our revenues,
increase our cost of sales and harm our business.

A suppliers ability to meet our product manufacturing demand is limited mainly by its overall
capacity and current capacity availability. Our ability to meet customer demand depends, in part,
on our ability to obtain timely

and adequate delivery of parts and components from our suppliers. A reduction or interruption
in our product supply source, an inability of our suppliers to react to shifts in product demand or
an increase in component prices could have a material adverse effect on our business or
profitability. Component shortages could adversely affect our ability and that of our customers to
ship products on a timely basis and, as a result, our customers demand for our products. Any such
shipment delays or declines in demand could reduce our revenues and harm our ability to achieve or
sustain desired levels of profitability. Additionally, failure to meet customer demand in a timely
manner could damage our reputation and harm our customer relationships. Our operations may also be
harmed by lengthy or recurring disruptions at any of our suppliers manufacturing facilities and by
disruptions in the distribution channels from our suppliers and to our customers. Any such
disruptions could cause significant delays in shipments until we are able to shift the products
from an affected manufacturer to another manufacturer. If the affected supplier was a sole-source
supplier, we may not be able to obtain the product without significant cost and delay. The loss of
a significant third-party supplier or the inability of a third-party supplier to meet performance
and quality specifications or delivery schedules could harm our ability to meet our delivery
obligations to our customers and negatively impact our revenues and business operations.

QCT Segment. Although we have entered into long-term contracts with our suppliers, most of
these contracts do not provide for long-term capacity commitments, except as may be provided in a
particular purchase order that has been accepted by our supplier. To the extent that we do not have
firm commitments from our suppliers over a specific time period, or in any specific quantity, our
suppliers may allocate, and in the past have allocated, capacity to the production and testing of
products for their other customers while reducing capacity to manufacture our products.
Accordingly, capacity for our products may not be available when we need it or available at
reasonable prices. We have experienced capacity limitations from our suppliers, which resulted in
supply constraints and our inability to meet certain customer demand. There can be no assurance
that we will not experience these or other supply constraints in the future, which could result in
our failure to meet customer demand.

While our goal is to establish alternate suppliers for technologies that we consider critical,
some of our integrated circuits products are only available from single sources, with which we do
not have long-term capacity commitments. Our reliance on sole- or limited-source suppliers involves
significant risks including possible shortages of manufacturing capacity, poor product performance
and reduced control over delivery schedules, manufacturing capability and yields, quality
assurance, quantity and costs. Our arrangements with our suppliers may oblige us to incur costs to
manufacture and test our products that do not decrease at the same rate as decreases in pricing to
our customers which may result in lowering our operating margins. In addition, the timely readiness
of our foundry suppliers to support transitions to smaller geometry process technologies could
impact our ability to meet customer demand, revenues and cost expectations. The timing of
acceptance of the smaller technology designs by our customers may subject us to the risk of excess
inventories of earlier designs.

In the event of a loss of, or a decision to change, a key third-party supplier, qualifying a
new foundry supplier and commencing volume production or testing could involve delay and expense,
resulting in lost revenues, reduced operating margins and possible loss of customers. We work
closely with our customers to expedite their processes for evaluating new integrated circuits from
our foundry suppliers; however, in some instances, transition of integrated circuit production to a
new foundry supplier may cause a temporary decline in shipments of specific integrated circuits to
individual customers.

Under our Integrated Fabless Manufacturing (IFM) model, we purchase die from semiconductor
manufacturing foundries, contract with separate third-party manufacturers for back-end assembly and
test services and ship the completed integrated circuits to our customers. We are unable to
directly control the services provided by our semiconductor assembly and test (SAT) suppliers,
including the timely procurement of packaging materials for our products, availability of assembly
and test capacity, manufacturing yields, quality assurance and product delivery schedules. We have
a limited history of working with the SAT suppliers under the IFM model, and we cannot guarantee
that our lack of control will not cause disruptions in our operations that could harm our ability
to meet our delivery obligations to our customers, reduce our revenues or increase our cost of
sales.

QMT Division. QMT needs to form and maintain reliable business relationships with flat panel
display manufacturers or other targeted partners to support the manufacture of IMOD displays in
commercial volumes. All of our current relationships have been for the development and limited
production of certain IMOD display panels and/or modules. Some or all of these relationships may
not succeed or, even if they are successful, may not result in the display manufacturers entering
into material supply relationships with us.

FLO TV Business. FLO TV depends on a limited number of third-party suppliers to manufacture
and test component parts, subassemblies and finished goods for
products related to our direct-to-consumer FLO TV service

offering. If these third-party suppliers do not allocate adequate manufacturing and test
capacity in their facilities to produce products on our behalf, or if there are any disruptions in
the operations, or the loss, of any of these third parties, our ability to meet our delivery
obligations to our customers could be harmed, which could negatively impact our operating results.
Lack of devices could also delay subscriber adoption of our FLO TV service.

Our suppliers may also be our competitors, putting us at a disadvantage for pricing and capacity
allocation.

One or more of our suppliers may obtain licenses from us to manufacture CDMA-based integrated
circuits that compete with our products. In this event, the supplier could elect to allocate raw
materials and manufacturing capacity to their own products and reduce deliveries to us to our
detriment. In addition, we may not receive reasonable pricing, manufacturing or delivery terms. We
cannot guarantee that the actions of our suppliers will not cause disruptions in our operations
that could harm our ability to meet our delivery obligations to our customers or increase our cost
of sales.

We, and our licensees, are subject to the risks of conducting business outside the United States.

A significant part of our strategy involves our continued pursuit of growth opportunities in a
number of international market locations. We market, sell and service our products internationally.
We have established sales offices around the world. We expect to continue to expand our
international sales operations and to sell products in additional countries and locations. This
expansion will require significant management attention and financial resources to successfully
develop direct and indirect international sales and support channels, and we cannot assure you that
we will be successful or that our expenditures in this effort will not exceed the amount of any
resulting revenues. If we are not able to maintain or increase international market demand for our
products and technologies, we may not be able to maintain a desired rate of growth in our business.

Our international customers sell their products to markets throughout the world, including
China, India, Japan, South Korea, North America, South America and Europe. We distinguish revenues
from external customers by geographic areas based on the location to which our products, software
or services are delivered and, for QTLs licensing and royalty revenue, the invoiced address of our
licensees. Consolidated revenues from international customers as a percentage of total revenues
were greater than 90% in both fiscal 2009 and 2008 and were 87% in fiscal 2007. In many
international markets, barriers to entry are created by long-standing relationships between our
potential customers and their local service providers and protective regulations, including local
content and service requirements. In addition, our pursuit of international growth opportunities
may require significant investments for an extended period before we realize returns, if any, on
our investments. Our business could be adversely affected by a variety of uncontrollable and
changing factors, including:

We cannot be certain that the laws and policies of any country with respect to intellectual
property enforcement or licensing, issuance of wireless licenses or the adoption of standards will
not be changed or enforced in a way detrimental to our licensing program or to the sale or use of
our products or technology.

The wireless markets in China and India, among others, represent growth opportunities for us.
If wireless operators in China or India, or the governments of China or India, make technology
deployment or other decisions that result in actions that are adverse to the expansion of CDMA
technologies, our business could be harmed.

We are subject to risks in certain global markets in which wireless operators provide
subsidies on wireless device sales to their customers. Increases in device prices that negatively
impact device sales can result from changes in regulatory policies related to device subsidies.
Limitations or changes in policy on device subsidies in South Korea, Japan, China and other
countries may have additional negative impacts on our revenues.

Currency fluctuations could negatively affect future product sales or royalty revenues, harm our
ability to collect receivables, or increase the U.S. dollar cost of the activities of our foreign
subsidiaries and international strategic investments.

We are exposed to risk from fluctuations in currencies, which may change over time as our
business practices evolve, that could impact our operating results, liquidity and financial
condition. We operate and invest globally. Adverse movements in currency exchange rates may
negatively affect our business due to a number of situations, including the following:



If the effective price of products sold by our customers were to increase as a result
of fluctuations in the exchange rate of the relevant currencies, demand for the products
could fall, which in turn would reduce our royalty and chipset revenues.



Our products and those of our customers and licensees that are sold in U.S. dollars
become less price-competitive in international markets if the value of the U.S. dollar
increases relative to foreign currencies, and our revenues may not grow as quickly as
they otherwise might in response to worldwide growth in wireless products and services.



Declines in currency values in selected regions may adversely affect our operating
results because our products and those of our customers and licensees may become more
expensive to purchase in the countries of the affected currencies.



Assets or liabilities of our consolidated subsidiaries and our foreign investees that
are not denominated in the functional currency of those entities are subject to the
effects of currency fluctuations, which may affect our reported earnings. Our exposure
to foreign currencies may increase as we increase our presence in existing markets or
expand into new markets.



Investments in our consolidated foreign subsidiaries and in other foreign entities
that use the local currency as the functional currency may decline in value as a result
of declines in local currency values.



Certain of our revenues, such as royalty revenues, are derived from licensee or
customer sales that are denominated in foreign currencies. If these revenues are not
subject to foreign exchange hedging transactions, weakening of currency values in
selected regions could adversely affect our near term revenues and cash flows. In
addition, continued weakening of currency values in selected regions over an extended
period of time could adversely affect our future revenues and cash flows.



We may engage in foreign exchange hedging transactions that could affect our cash
flows and earnings because they may require the payment of structuring fees, they may
limit the U.S. dollar value of royalties from licensees sales that are denominated in
foreign currencies, and they expose us to counterparty risk if the counterparty fails to
perform.



Our trade receivables are generally U.S. dollar denominated. Any significant increase
in the value of the dollar against our customers or licensees functional currencies
could result in an increase in our customers or licensees cash flow requirements and
could consequently affect our ability to sell products and collect receivables.



Strengthening currency values in selected regions may adversely affect our operating
results because the activities of our foreign subsidiaries, and the costs of procuring
component parts and chipsets from foreign vendors, may become more expensive in U.S.
dollars.

Strengthening currency values in selected regions may adversely affect our cash flows
and investment results because strategic investment obligations denominated in foreign
currencies may become more expensive, and the U.S. dollar cost of equity in losses of
foreign investees may increase.

We may engage in acquisitions or strategic transactions or make investments that could result in
significant changes or management disruption and fail to enhance stockholder value.

From time to time, we engage in acquisitions or strategic transactions or make investments
with the goal of maximizing stockholder value. We acquire businesses, enter into joint ventures or
other strategic transactions and purchase equity and debt securities, including minority interests
in publicly-traded and private companies, non-investment-grade debt securities, equity and debt
mutual and exchange-traded funds, corporate bonds/notes, auction rate securities and
mortgage/asset-backed securities. Many of our strategic investments are in early-stage companies to
support our business, including the global adoption of CDMA-based technologies and related
services. Most of our strategic investments entail a high degree of risk and will not become liquid
until more than one year from the date of investment, if at all. Our acquisitions or strategic
investments (either those we have completed or may undertake in the future) may not generate
financial returns or result in increased adoption or continued use of our technologies. In
addition, our other investments may not generate financial returns or may result in losses due to
market volatility, the general level of interest rates and inflation expectations. In some cases,
we may be required to consolidate or record our share of the earnings or losses of those companies.
Our share of any losses will adversely affect our financial results until we exit from or reduce
our exposure to these investments.

Achieving the anticipated benefits of acquisitions depends in part upon our ability to
integrate the acquired businesses in an efficient and effective manner. The integration of
companies that have previously operated independently may result in significant challenges, and we
may be unable to accomplish the integration smoothly or successfully. The difficulties of
integrating companies include, among others:



retaining key employees;



maintaining important relationships of Qualcomm and the acquired business;



minimizing the diversion of managements attention from ongoing business matters;



coordinating geographically separate organizations;



consolidating research and development operations; and



consolidating corporate and administrative infrastructures.

We cannot assure you that the integration of acquired businesses with our business will result
in the realization of the full benefits anticipated by us to result from the acquisition. We may
not derive any commercial value from the acquired technology, products and intellectual property or
from future technologies and products based on the acquired technology and/or intellectual
property, and we may be subject to liabilities that are not covered by indemnification protection
we may obtain.

Defects or errors in our products and services or in products made by our suppliers could harm our
relations with our customers and expose us to liability. Similar problems related to the products
of our customers or licensees could harm our business. If we experience product liability claims or
recalls, we may incur significant expenses and experience decreased demand for our products.

Our products are inherently complex and may contain defects and errors that are detected only
when the products are in use. For example, as our chipset product complexities increase, we are
required to migrate to integrated circuit technologies with smaller geometric feature sizes. The
design process interface issues are more complex as we enter into these new domains of technology,
which adds risk to yields and reliability. Because our products and services are responsible for
critical functions in our customers products and/or networks, such defects or errors could have a
serious impact on our customers, which could damage our reputation, harm our customer relationships
and expose us to liability. Defects or impurities in our components, materials or software or those
used by our customers or licensees, equipment failures or other difficulties could adversely affect
our ability, and that of our customers and licensees, to ship products on a timely basis as well as
customer or licensee demand for our products. Any such shipment delays or declines in demand could
reduce our revenues and harm our ability to achieve or sustain desired levels of profitability. We
and our customers or licensees may also experience component or software failures or defects that
could require significant product recalls, rework and/or repairs that are not covered by warranty
reserves

and which could consume a substantial portion of the capacity of our third-party manufacturers
or those of our customers or licensees. Resolving any defect or failure related issues could
consume financial and/or engineering resources that could affect future product release schedules.
Additionally, a defect or failure in our products or the products of our customers or licensees
could harm our reputation and/or adversely affect the growth of 3G wireless markets.

Testing, manufacturing, marketing and use of our products and those of our licensees and
customers entail the risk of product liability. The use of wireless devices containing our products
to access untrusted content creates a risk of exposing the system software in those devices to
viral or malicious attacks. We continue to expand our focus on this issue and take measures to
safeguard the software from this threat. However, this issue carries the risk of general product
liability claims along with the associated impacts on reputation and demand. Although we carry
product liability insurance to protect against product liability claims, we cannot assure you that
our insurance coverage will be sufficient to protect us against losses due to product liability
claims, or that we will be able to continue to maintain such insurance at a reasonable cost.
Furthermore, not all losses associated with alleged product failure are insurable. Our inability to
maintain insurance at an acceptable cost or to protect ourselves in other ways against potential
product liability claims could prevent or inhibit the commercialization of our products and those
of our licensees and customers and harm our future operating results. In addition, a product
liability claim or recall, whether against our licensees, customers or us could harm our reputation
and result in decreased demand for our products.

FLO TV does not fully control promotional activities necessary to stimulate demand for our services
that are offered through the wireless operator channel.

Our FLO TV business is a wholesale provider of a mobile entertainment and information service
to our wireless operator partners. We do not set the retail price of our service when it is
provided wholesale, nor do we directly control all of the marketing and promotion of the service to
the wireless operators subscriber base. Therefore, we are dependent upon our wireless operator
partners to price, market and otherwise promote our service to their end users. If our wireless
operator partners do not effectively price, market and otherwise promote the service offered
through the wireless operator channel to their subscriber base, our ability to achieve the
subscriber and revenue targets contemplated in our business plan will be negatively impacted.

Consumer acceptance and adoption of our MediaFLO technology and mobile commerce applications will
have a considerable impact on the success of our FLO TV and Firethorn businesses, respectively.

Consumer acceptance of our FLO TV and Firethorn service offerings are, and will continue to
be, affected by technology-based differences and by the operational performance, quality,
reliability and coverage of our wireless network and services platforms. Consumer demand could be
impacted by differences in technology, coverage and service areas, network quality, consumer
perceptions, program and service offerings and rate plans. Our wireless operator and financial
services partners may have difficulty retaining subscribers if we are unable to meet subscriber
expectations for network quality and coverage, customer care, content or security. Obtaining
content for our FLO TV business that is appealing to subscribers on economically feasible terms may
be limited by our content provider partners inability to obtain the mobile rights to such
programming. An inability to address these issues could limit our ability to expand our subscriber
base placing us at a competitive disadvantage, which could adversely affect our operating results.
Additionally, adoption and deployment of our MediaFLO technology could be adversely impacted by
government regulatory practices that support a single standard other than our technology, wireless
operator selection of competing technologies or consumer preferences. If MediaFLO technology is not
more widely adopted by consumers in the United States or commercially deployed internationally, our
investment in MediaFLO technology may not provide us an adequate return.

Our business and operating results will be harmed if we are unable to manage growth in our
business.

Certain of our businesses have experienced periods of rapid growth and/or increased their
international activities, placing significant demands on our managerial, operational and financial
resources. In order to manage growth and geographic expansion, we must continue to improve and
develop our management, operational and financial systems and controls, including quality control
and delivery and service capabilities. We also need to continue to expand, train and manage our
employee base. We must carefully manage research and development capabilities and production and
inventory levels to meet product demand, new product introductions and product and technology
transitions. We cannot assure you that we will be able to timely and effectively meet that demand
and maintain the quality standards required by our existing and potential customers and licensees.

In addition, inaccuracies in our demand forecasts, or failure of the systems used to develop
the forecasts, could quickly result in either insufficient or excessive inventories and
disproportionate overhead expenses. If we

ineffectively manage our growth or are unsuccessful in recruiting and retaining personnel, our
business and operating results will be harmed.

Our stock price may be volatile.

The stock market in general, and the stock prices of technology-based and wireless
communications companies in particular, have experienced volatility that often has been unrelated
to the operating performance of any specific public company. The market price of our common stock
has fluctuated in the past and is likely to fluctuate in the future as well. Factors that may have
a significant impact on the market price of our stock include:



announcements concerning us or our competitors, including the selection of wireless
communications technology by wireless operators and the timing of the roll-out of those
systems;

Our future earnings and stock price may be subject to volatility, particularly on a quarterly
basis. Shortfalls in our revenues or earnings in any given period relative to the levels expected
by securities analysts could immediately, significantly and adversely affect the trading price of
our common stock.

In the past, securities class action litigation often has been brought against a company
following periods of volatility in the market price of its securities. Due to changes in the
potential volatility of our stock price, we may be the target of securities litigation in the
future. Securities and patent litigation could result in substantial uninsured costs and divert
managements attention and resources. In addition, stock price volatility may be precipitated by
failure to meet earnings expectations or other factors, such as the potential uncertainty in future
reported earnings created by the assumptions used for share-based compensation and the related
valuation models used to determine such expense.

Our industry is subject to rapid technological change, and we must make substantial investments in
new products, services and technologies to compete successfully.

New technological innovations generally require a substantial investment before they are
commercially viable. We intend to continue to make substantial investments in developing new
products and technologies, and it is

possible that our development efforts will not be successful and that our new technologies
will not result in meaningful revenues. In particular, we intend to continue to invest significant
resources in developing integrated circuit products to support high-speed wireless internet access
and multimode, multiband, multinetwork operation and multimedia applications, which encompass
development of graphical display, camera and video capabilities, as well as higher computational
capability and lower power on-chip computers and signal processors. We also continue to invest in
the development of our Plaza and BREW applications development platform, our MediaFLO MDS, MediaFLO
technology and FLO TV service offering and our IMOD display technology. Certain of these new
products, services and technologies face significant competition, and we cannot assure you that the
revenues generated from these products or the timing of the deployment of these products or
technologies, which may be dependent on the actions of others, will meet our expectations. We
cannot be certain that we will make the additional advances in development that may be essential to
commercialize our IMOD technology successfully.

The market for our wireless products, services and technologies is characterized by many
factors, including:



rapid technological advances and evolving industry standards;



changes in customer requirements and consumer expectations and preferences;



frequent introductions of new products and enhancements;



evolving methods for transmission of wireless voice and data communications; and

Our future success will depend on our ability to continue to develop and introduce new
products, services, technologies and enhancements on a timely basis. Our future success will also
depend on our ability to keep pace with technological developments, protect our intellectual
property, satisfy customer requirements, meet consumer expectations, price our products and
services competitively and achieve market acceptance. The introduction of products embodying new
technologies and the emergence of new industry standards could render our existing products and
technologies, and products and technologies currently under development, obsolete and unmarketable.
If we fail to anticipate or respond adequately to technological developments or customer
requirements, or experience any significant delays in development, introduction or shipment of our
products and technologies in commercial quantities, demand for our products and our customers and
licensees products that use our technologies could decrease, and our competitive position could be
damaged.

Changes in assumptions used to estimate the values of share-based compensation have a significant
effect on our reported results.

We are required to estimate and record compensation expense in the statement of operations for
share-based payments, such as employee stock options, using the fair value method. This method has
a significant effect on our reported earnings, although it will not affect our cash flows, and
could adversely impact our ability to provide accurate guidance on our future reported financial
results due to the variability of the factors used to estimate the values of share-based payments.
If factors change and/or we employ different assumptions or different valuation methods in future
periods, the compensation expense that we record may differ significantly from amounts recorded
previously, which could negatively affect our stock price and our stock price volatility.

There are significant differences among valuation models, and there is a possibility that we
will adopt different valuation models in the future. This may result in a lack of consistency in
future periods and materially affect the fair value estimate of share-based payments. It may also
result in a lack of comparability with other companies that use different models, methods and
assumptions.

Theoretical valuation models and market-based methods are evolving and may result in lower or
higher fair value estimates for share-based compensation. The timing, readiness, adoption, general
acceptance, reliability and testing of these methods is uncertain. Sophisticated mathematical
models may require voluminous historical information, modeling expertise, financial analyses,
correlation analyses, integrated software and databases, consulting fees, customization and testing
for adequacy of internal controls. Market-based methods are emerging that, if employed by us, may
dilute our earnings per share and involve significant transaction fees and ongoing administrative
expenses. The uncertainties and costs of these extensive valuation efforts may outweigh the
benefits to our investors.

Potential tax liabilities could adversely affect our results.

We are subject to income taxes in both the United States and numerous foreign jurisdictions.
Significant judgment is required in determining our provision for income taxes. Although we believe
our tax estimates are

reasonable, the final determination of tax audits and any related litigation could be
materially different than that which is reflected in historical income tax provisions and accruals.
In such case, a material effect on our income tax provision and net income in the period or periods
in which that determination is made could result. In addition, tax rules may change that may
adversely affect our future reported financial results or the way we conduct our business. For
example, we consider the operating earnings of certain non-United States subsidiaries to be
indefinitely invested outside the United States based on estimates that future domestic cash
generation will be sufficient to meet future domestic cash needs. No provision has been made for
United States federal and state or foreign taxes that may result from future remittances of
undistributed earnings of our foreign subsidiaries. Our future reported financial results may be
adversely affected if accounting rules regarding unrepatriated earnings change, if domestic cash
needs require us to repatriate foreign earnings, or if the United States international tax rules
change as part of comprehensive tax reform or other tax legislation.

The high amount of capital required to obtain radio frequency licenses, deploy and expand wireless
networks and obtain new subscribers could slow the growth of the wireless communications industry
and adversely affect our business.

Our growth is dependent upon the increased use of wireless communications services that
utilize our technology. In order to provide wireless communications services, wireless operators
must obtain rights to use specific radio frequencies. The allocation of frequencies is regulated in
the United States and other countries throughout the world, and limited spectrum space is allocated
to wireless communications services. Industry growth may be affected by the amount of capital
required to: obtain licenses to use new frequencies; deploy wireless networks to offer voice and
data services; expand wireless networks to grow voice and data services; and obtain new
subscribers. The significant cost of licenses, wireless networks and subscriber additions may slow
the growth of the industry if wireless operators are unable to obtain or service the additional
capital necessary to implement or expand 3G wireless networks. Our growth could be adversely
affected if this occurs.

If wireless devices pose safety risks, we may be subject to new regulations, and demand for our
products and those of our licensees and customers may decrease.

Concerns over the effects of radio frequency emissions, even if unfounded, may have the effect
of discouraging the use of wireless devices, which may decrease demand for our products and those
of our licensees and customers. In recent years, the FCC and foreign regulatory agencies have
updated the guidelines and methods they use for evaluating radio frequency emissions from radio
equipment, including wireless phones and other wireless devices. In addition, interest groups have
requested that the FCC investigate claims that wireless communications technologies pose health
concerns and cause interference with airbags, hearing aids and medical devices. Concerns have also
been expressed over the possibility of safety risks due to a lack of attention associated with the
use of wireless devices while driving. Any legislation that may be adopted in response to these
expressions of concern could reduce demand for our products and those of our licensees and
customers in the United States as well as foreign countries.

Our QES and FLO TV businesses depend on the availability of satellite and other networks.

Our satellite-based mobile fleet management and trailer tracking services are provided using
leased Kurtz-under band (Ku-band) satellite transponders in the United States, Mexico and Europe.
Our primary data satellite transponder and position reporting satellite transponder lease for the
system in the United States runs through September 2012 and includes transponder and satellite
protection (back-up capacity in the event of a transponder or satellite failure). The transponder
lease for the system in Mexico runs through April 2010 and has transponder and satellite
protection. We are currently negotiating to extend the lease in Mexico. Our agreement with a
third party to provide network management and satellite space (including procuring satellite space)
in Europe expires in February 2013. We believe our agreements will provide sufficient transponder
capacity for our satellite-based operations through the expiration dates. A failure to maintain
adequate satellite capacity could harm our business, operating results, liquidity and financial
position. QES terrestrial-based products rely on wireless terrestrial communication networks
operated by third parties. The unavailability or nonperformance of these network systems could harm
our business.

Our FLO TV network and systems currently operate in the United States market on a leased
Ku-band satellite transponder. Our primary program content and data distribution satellite
transponder lease runs through December 2012 and includes transponder and satellite protection
(back-up capacity in the event of a transponder or satellite failure), which we believe will
provide sufficient transponder capacity for our United States FLO TV service through fiscal 2012.
Additionally, our FLO TV transmitter sites are monitored and controlled by a variety of
terrestrial-based data circuits relying on various terrestrial and satellite communication networks
operated by third

parties. A failure to maintain adequate satellite capacity or the unavailability or
nonperformance of the terrestrial-based network systems could have an adverse effect on our
business and operating results.

Our business and operations would suffer in the event of system failures.

Despite system redundancy, the implementation of security measures and the existence of a
Disaster Recovery Plan for our internal information technology networking systems, our systems are
vulnerable to damages from computer viruses, unauthorized access, energy blackouts, natural
disasters, terrorism, war and telecommunication failures. Any system failure, accident or security
breach that causes interruptions in our operations or in our vendors, customers or licensees
operations could result in a material disruption to our business. To the extent that any disruption
or security breach results in a loss or damage to our customers data or applications, or
inappropriate disclosure of confidential information, we may incur liability as a result. In
addition, we may incur additional costs to remedy the damages caused by these disruptions or
security breaches.

Data transmissions for QES operations are formatted and processed at the Network Management
and Data Center in San Diego, California, with a redundant backup Network Management and Data
Center located in Las Vegas, Nevada. Content from third parties for FLO TV operations is received,
processed and retransmitted at the Broadcast Operations Center in San Diego, California. Certain
Plaza and BREW products and services provided by our QIS operations are hosted at the Network
Operations Center in San Diego, California with a fully redundant backup Network Operations Center
located in Las Vegas, Nevada. The centers, operated by us, are subject to system failures, which
could interrupt the services and have an adverse effect on our operating results.

From time to time, we install new or upgraded business management systems. To the extent such
systems fail or are not properly implemented, we may experience material disruptions to our
business, delays in our external financial reporting or failures in our system of internal
controls, that could have a material adverse effect on our results of operations.

Noncompliance with environmental or safety regulations could cause us to incur significant expenses and harm our business.

As part of the development and commercialization of our IMOD display technology, we are
operating both a development and a production fabrication facility. The development and
commercialization of IMOD display prototypes is a complex and precise process involving hazardous
materials subject to environmental and safety regulations. Our failure or inability to comply with
existing or future environmental and safety regulations could result in significant remediation
liabilities, the imposition of fines and/or the suspension or termination of development and
production activities.

Our stock repurchase program may not result in a positive return of capital to stockholders and may
expose us to counterparty risk.

At September 27, 2009, we had authority to repurchase up to $1.7 billion of our common stock.
Our stock repurchases may not return value to stockholders because the market price of the stock
may decline significantly below the levels at which we repurchased shares of stock. Our stock
repurchase program is intended to deliver stockholder value over the long-term, but stock price
fluctuations can reduce the programs effectiveness.

As part of our stock repurchase program, we may sell put options or engage in structured
derivative transactions to reduce the cost of repurchasing stock. In the event of a significant and
unexpected drop in stock price, these arrangements may require us to repurchase stock at price
levels that are significantly above the then-prevailing market price of our stock. Such
overpayments may have an adverse effect on the effectiveness of our overall stock repurchase
program and may reduce value for our stockholders. In the event of financial insolvency or distress
of a counterparty to our put options, structured derivative transactions or 10b5-1 stock repurchase
plan, we may be unable to settle transactions.

We cannot provide assurance that we will continue to declare dividends at all or in any particular
amounts.

We intend to continue to pay quarterly dividends subject to capital availability and periodic
determinations that cash dividends are in the best interest of our stockholders. Future dividends
may be affected by, among other items, our views on potential future capital requirements,
including those related to research and development, creation and expansion of sales distribution
channels and investments and acquisitions, legal risks, stock repurchase programs, changes in
federal and state income tax law and changes to our business model. Our dividend payments may
change from time to time, and we cannot provide assurance that we will continue to declare
dividends at all or in any particular amounts. A reduction in our dividend payments could have a
negative effect on our stock price.

Government regulation and policies of industry standards bodies may adversely affect our business.

Our products and services and those of our customers and licensees are subject to various
regulations, including FCC regulations in the United States and other international regulations, as
well as the specifications of national, regional and international standards bodies. Changes in the
regulation of our activities, including changes in the allocation of available spectrum by the
United States government and other governments or exclusion or limitation of our technology or
products by a government or standards body, could have a material adverse effect on our business,
operating results, liquidity and financial position.

We hold licenses in the United States from the FCC for the spectrum referred to as Block D in
the Lower 700 MHz Band (also known as TV Channel 55) covering the entire nation and spectrum
referred to as Block E in the Lower 700 MHz Band (also known as TV Channel 56) covering five
economic areas on the east and west coasts for use in our FLO TV business. In addition, we hold
licenses for the spectrum referred to as B Block in the Lower 700 MHz Band for use initially in our
various research and development initiatives. In using the licensed spectrum, we are regulated by
the FCC pursuant to the terms of our licenses and the Federal Communications Act of 1934, as
amended, and pursuant to Part 27 of the FCCs rules, which are subject to a variety of ongoing FCC
proceedings. It is impossible to predict with certainty the outcome of pending FCC or other federal
or state regulatory proceedings relating to our FLO TV service or our use of the spectrum for which
we hold licenses. Unless we are able to obtain relief, existing laws and regulations may inhibit
our ability to expand our business and to introduce new products and services. In addition, the
adoption of new laws or regulations or changes to the existing regulatory framework could adversely
affect our business plans.

We hold licenses in the United Kingdom from the Office of Communications (Ofcom) to use 40 MHz
of spectrum in the so-called L-Band (1452 MHz to 1492 MHz). These licenses give us the right to use
this spectrum throughout the entire United Kingdom. In using this spectrum, we are regulated by
Ofcom pursuant to the terms of our license and the United Kingdoms Wireless Technology Act of
2006. The adoption of new laws or regulations or changes to the existing regulatory framework could
adversely affect our business plans.

We may not be able to attract and retain qualified employees.

Our future success depends largely upon the continued service of our board members, executive
officers and other key management and technical personnel. Our success also depends on our ability
to continue to attract, retain and motivate qualified personnel. In addition, implementing our
product and business strategy requires specialized engineering and other talent, and our revenues
are highly dependent on technological and product innovations. The market for such specialized
engineering and other talented employees in our industry is extremely competitive. In addition,
existing immigration laws make it more difficult for us to recruit and retain highly skilled
foreign national graduates of U.S. universities, making the pool of available talent even smaller.
Key employees represent a significant asset, and the competition for these employees is intense in
the wireless communications industry. In the event of a labor shortage, or in the event of an
unfavorable change in prevailing labor and/or immigration laws, we could experience difficulty
attracting and retaining qualified employees. We continue to anticipate increases in human resource
needs, particularly in engineering. If we are unable to attract and retain the qualified employees
that we need, our business may be harmed.

We may have particular difficulty attracting and retaining key personnel in periods of poor
operating performance given the significant use of incentive compensation by our competitors. We do
not have employment agreements with our key management personnel and do not maintain key person
life insurance on any of our personnel. To the extent that new regulations make it less attractive
to grant share-based awards to employees or if stockholders do not authorize shares for the
continuation of equity compensation programs in the future, we may incur increased compensation
costs, change our equity compensation strategy or find it difficult to attract, retain and motivate
employees, each of which could materially and adversely affect our business.

Compliance with changing regulation of corporate governance and public disclosure may result in
additional expenses.

Changing laws, regulations and standards relating to corporate governance and public
disclosure may create uncertainty regarding compliance matters. New or changed laws, regulations
and standards are subject to varying interpretations in many cases. As a result, their application
in practice may evolve over time. We are committed to maintaining high standards of corporate
governance and public disclosure. Complying with evolving interpretations of new or changed legal
requirements may cause us to incur higher costs as we revise current practices, policies and
procedures, and may divert management time and attention from revenue generating to compliance
activities. If our efforts to comply with new or changed laws, regulations and standards differ
from the activities intended by regulatory or governing bodies due to ambiguities related to
practice, our reputation might also be harmed. Further,

our board members, chief executive officer and chief financial officer could face an increased
risk of personal liability in connection with the performance of their duties. As a result, we may
have difficulty attracting and retaining qualified board members and executive officers, which
could harm our business.

Our charter documents and Delaware law could limit transactions in which stockholders might obtain
a premium over current market prices.

Our certificate of incorporation includes a provision that requires the approval of holders of
at least 66 2/3% of our voting stock as a condition to certain mergers or other business
transactions with, or proposed by, a holder of 15% or more of our voting stock. Under our charter
documents, stockholders are not permitted to call special meetings of our stockholders or to act by
written consent. These charter provisions may discourage certain types of transactions involving an
actual or potential change in our control, including those offering stockholders a premium over
current market prices. These provisions may also limit our stockholders ability to approve
transactions that they may deem to be in their best interests.

Further, our Board of Directors has the authority under Delaware law to fix the rights and
preferences of and issue shares of preferred stock, and our preferred share purchase rights
agreement will cause substantial dilution to the ownership of a person or group that attempts to
acquire us on terms not approved by our Board of Directors. While our Board of Directors approved
our preferred share purchase rights agreement to provide the board with greater ability to maximize
shareholder value, these rights could deter takeover attempts that the board finds inadequate and
make it more difficult to bring about a change in our ownership.

Administrative
offices, research
and development and
sales and
marketing.

4

Taiwan

Leased

134

Administrative
offices, research
and development and
sales and
marketing.

4

China

Leased

105

Administrative
offices, research
and development,
sales and
marketing, service
functions and
network operating
centers.

3

Korea

Leased

75

Administrative
offices, research
and development and
sales and
marketing.

4

England

Leased

71

Administrative
offices, research
and development and
sales and
marketing.

1

Israel

Leased

67

Administrative
offices, research
and development and
sales and
marketing.

1

India

Owned

56

Administrative
offices, research
and development and
sales and
marketing.

4

Singapore

Leased

46

Administrative
offices, research
and development and
sales and
marketing.

33

Other International

Leased

200

Administrative
offices, research
and development and
sales and
marketing.

Total square footage

6,622

In addition to the facilities above, we own or lease approximately 299,000 square feet of
properties that are leased or subleased to third parties. Our facility leases expire at varying
dates through 2019 not including renewals that would be at our option. As of September 27, 2009, we
also lease space on base station towers and buildings
pursuant to 493 lease arrangements for our FLO TV network. The majority of our cell site leases
have an initial term of five to seven years with renewal options of up to five additional five-year
periods.

Several owned and leased facilities are under construction totaling approximately 265,000
additional square feet to meet the requirements projected in our long-term business plan. We
believe that our facilities will be suitable and adequate for the present purposes and that the
productive capacity in such facilities is substantially utilized. In the future, we may need to
purchase, build or lease additional facilities to meet the requirements projected in our long-term
business plan.

Item 3. Legal Proceedings

European Commission Complaint: On October 28, 2005, it was reported that six companies
(Broadcom, Nokia, Texas Instruments, NEC, Panasonic and Ericsson) filed complaints with the
European Commission, alleging that we violated European Union competition law in our WCDMA
licensing practices. We have received the complaints and have submitted replies to the allegations,
as well as documents and other information requested by the European Commission. On October 1,
2007, the European Commission announced that it had initiated a proceeding. To date, the European
Commission has not announced whether it would issue a Statement of Objections or whether it has
made any conclusions as to the merits of the complaints. As part of their agreements with us, Nokia
and Broadcom have each withdrawn their complaints filed with the European Commission, though the
investigation remains active.

Tessera, Inc. v. QUALCOMM Incorporated: On April 17, 2007, Tessera, Inc. filed a patent
infringement lawsuit in the United States District Court for the Eastern Division of Texas and a
complaint with the United States International Trade Commission (ITC) pursuant to Section 337 of
the Tariff Act of 1930 against us and other companies, alleging infringement of two patents
relating to semiconductor packaging structures and seeking monetary damages and injunctive and
other relief. The District Court action is stayed pending resolution of the ITC proceeding. The
U.S. Patent and Trademark Offices (USPTO) Central Reexamination Unit has issued office actions
rejecting all of the asserted patent claims on the grounds that they are invalid in view of certain
prior art and has made these rejections final; Tessera has appealed the rejections to the Board of
Patent Appeals and Interferences. On December 1, 2008, the Administrative Law Judge (ALJ) ruled
that the patents are valid but not infringed. On May 20, 2009, however, the ITC reversed the ALJs
determination that the patents were not infringed and it issued the following remedial orders: (1)
a limited exclusion order that bans us and the other named respondents from importing into the
United States the accused chip packages (except to the extent those products are licensed) and (2)
a cease and desist order that prohibits us from engaging in certain domestic activities respecting
those products. We and other respondents have appealed. The ITC declined to stay its decision
pending appeal, and the President declined to review the decision. We have shifted supply of
accused chips for the U.S. market to a licensed supplier, Amkor. A licensed source of supply
permits us to continue to supply the U.S. market without interruption. The appeals court has
declined our request that it stay enforcement of the orders pending appeal. The subject patents
expire on September 24, 2010, at which time the ITC orders will cease to be operative.

Korea Fair Trade Commission Complaint: Two U.S. companies (Texas Instruments and Broadcom) and
two South Korean companies (Nextreaming Corp. and Thin Multimedia, Inc.) filed complaints with the
Korea Fair Trade Commission (KFTC) alleging that certain of our business practices violate South
Korean anti-trust regulations. On February 17, 2009, the KFTC issued a Case Examiners report
setting forth allegations with respect to the lawfulness of certain business practices related to
our integration of multimedia solutions into our chipsets, rebates and discounts provided to our
chipset customers and of certain licensing practices. As a result of its agreement with us, in May
2009 Broadcom withdrew its complaint to the KFTC. Hearings before the KFTC commenced on May 27,
2009, and on July 23, 2009 the KFTC announced its ruling, although the written decision has not yet
been issued. The KFTC announced that it found us to be in violation of South Korean law by offering
certain discounts and rebates for purchases of our CDMA chips and that it would levy a fine of at
least 260 billion Korean won, as well as order us to cease the practices at issue. Subject to the
issuance and review of the KFTCs written decision, we intend to appeal the decision. As
a result of this announcement, we recorded a
$230 million charge during fiscal 2009. We do not
anticipate that the cease and desist remedies ordered will have a material effect on our
operations. In July 2009, the KFTC also announced that it would continue its review of our
integration of multimedia functions into our chipsets, but it has not announced any decision in
that regard. We believe that our practices do not violate South Korean competition law, are
grounded in sound business practice and are consistent with our customers desires.

Japan Fair Trade Commission Complaint: The Japan Fair Trade Commission (JFTC) has received
unspecified complaints alleging that our business practices are, in some way, a violation of
Japanese law. On September 29, 2009, the JFTC issued a Cease and Desist Order (CDO) concluding that
our Japanese licensees were forced to cross-
license patents to us on a royalty-free basis and were forced to accept a provision under
which they agreed not to
assert their essential patents against our other licensees who made a similar commitment in
their license agreements with us. The CDO seeks to require us to modify our existing license
agreements with Japanese companies to

eliminate these provisions while preserving the license of
our patents to those companies. We disagree with the conclusions that we forced our Japanese
licensees to agree to any provision in the parties agreements and that those provisions violate
Japans Anti-Monopoly Act. We intend to invoke our right under Japanese law to an administrative
hearing before the JFTC, request that the JFTC suspend the CDO pending a decision following the
hearing, and seek a stay of the CDO from the Japanese courts should the JFTC deny our request to
suspend the CDO.

Other: We have been named, along with many other manufacturers of wireless phones, wireless
operators and industry-related organizations, as a defendant in purported class action lawsuits,
and individually filed actions pending in Pennsylvania and Washington D.C., seeking monetary
damages arising out of our sale of cellular phones. Two of the cases in which we have been named as
a defendant have been dismissed by the lower courts and are now on appeal by the plaintiffs.

On August 5, 2009, Panasonic filed an arbitration demand alleging that it does not owe royalties,
or owes less royalties, on its WCDMA subscriber units, and that we breached the license
agreement between us as well as certain commitments to standards setting organizations. The
arbitration demand seeks declaratory relief regarding the amount of royalties due and payable by
Panasonic, as well as the return of certain royalties it had previously paid. We have responded to
the arbitration demand, denying the allegations and requesting judgment in our favor on all
claims. Although we believe Panasonics claims are without merit, we have deferred the
recognition of revenue related to WCDMA subscriber unit royalties reported and paid by
Panasonic in the fourth quarter of fiscal 2009 because, among other reasons, the matter has been
submitted to arbitration for resolution.

In November 2008, a complaint was filed in San Diego Federal Court on behalf of a purported
class of individuals who purchased CDMA devices or service, seeking damages and injunctive relief
under federal and/or state antitrust and unfair competition laws and common law as a result of our
licensing practices. On March 3, 2009, the court granted our motion and dismissed the complaint. On
April 2, 2009, the plaintiff filed an amended complaint re-asserting some, but not all, of the
claims in its original complaint. On August 10, 2009, the court granted our motion to dismiss the
amended complaint for lack of standing. However, the court may reopen the case in the event an
appeals court reverses a decision in an unrelated case involving different parties but raising a
similar standing issue.

While there can be no assurance of favorable outcomes, we believe the claims made by other
parties in the foregoing matters are without merit and will vigorously defend the actions. Other
than the amount relating to the Korea Fair Trade Commission Complaint, we have not recorded any
accrual for contingent liabilities associated with the legal proceedings described above based on
our belief that additional liabilities, while possible, are not probable. Further, any possible
range of loss cannot be reasonably estimated at this time. We are engaged in numerous other legal
actions arising in the ordinary course of our business and, while there can be no assurance,
believe that the ultimate outcome of these actions will not have a material adverse effect on our
operating results, liquidity or financial position.

Item 4. Submission of Matters to a Vote of Security Holders

No matters were submitted to a vote of security holders during the quarter ended September 27,
2009.

Our common stock is traded on the NASDAQ Global Select Market under the symbol QCOM. The
following table sets forth the range of high and low sales prices on the NASDAQ Stock Market of the
common stock for the fiscal periods indicated, as reported by NASDAQ. Such quotations represent
inter-dealer prices without retail markup, markdown or commission and may not necessarily represent
actual transactions.

High ($)

Low ($)

2008

First quarter

43.40

36.60

Second quarter

44.85

35.17

Third quarter

50.82

39.75

Fourth quarter

56.88

37.82

2009

First quarter

45.57

28.16

Second quarter

39.70

32.64

Third quarter

46.73

37.32

Fourth quarter

48.72

42.67

As
of November 2, 2009, there were 9,154 holders of record of our common stock. On
November 2, 2009, the last sale price reported on the NASDAQ Stock Market for our common stock was
$41.81 per share.

Dividends

On March 11, 2008, we announced an increase in our quarterly dividend from $0.14 to $0.16 per
share on our common stock. On March 3, 2009, we announced an increase in our quarterly dividend
from $0.16 to $0.17 per share of common stock. Cash dividends announced in fiscal 2008 and 2009
were as follows (in millions, except per share data):

Cumulative

Per Share

Total

by Fiscal Year

2008

First quarter

$

0.14

$

228

$

228

Second quarter

0.14

227

455

Third quarter

0.16

261

716

Fourth quarter

0.16

266

982

$

0.60

$

982

2009

First quarter

$

0.16

$

264

$

264

Second quarter

0.16

264

528

Third quarter

0.17

282

810

Fourth quarter

0.17

283

1,093

$

0.66

$

1,093

On October 2, 2009, we announced a cash dividend of $0.17 per share on our common stock,
payable on December 23, 2009 to stockholders of record as of November 25, 2009. We intend to
continue to pay quarterly dividends subject to capital availability and periodic determinations
that cash dividends are in the best interests of our stockholders. Future dividends may be affected
by, among other items, our views on potential future capital
requirements, including those relating to research and development, creation and expansion of
sales distribution channels and investments and acquisitions, legal risks, stock repurchase
programs, changes in federal and state income tax law and changes to our business model.

We primarily issue stock options under our share-based compensation plans, which are part of a
broad-based, long-term retention program that is intended to attract and retain talented employees
and directors and align stockholder and employee interests.

Pursuant to our 2006 Long-Term Incentive Plan (2006 Plan), we grant options to selected
employees, directors and consultants to purchase shares of our common stock at a price not less
than the fair market value of the stock at the date of grant. The 2006 Plan provides for the grant
of both incentive and non-qualified stock options as well as stock appreciation rights, restricted
stock, restricted stock units, performance units and shares and other stock-based awards.
Generally, options outstanding vest over periods not exceeding five years and are exercisable for
up to ten years from the grant date. The Board of Directors may terminate the 2006 Plan at any
time.

On March 11, 2008, we announced that we had been authorized to repurchase up to $2.0 billion
of our common stock with no expiration date. At September 27, 2009, approximately $1.7 billion
remained authorized for repurchase. While we did not repurchase any of our shares during the fourth
quarter of fiscal 2009, we continue to evaluate repurchases under this program.

Performance Measurement Comparison of Stockholder Return

The following graph compares total stockholder return on our common stock since September 26,
2004 to two indices: the Standard & Poors 500 Stock Index (the S&P 500) and the Nasdaq Total
Return Index for Communications Equipment Stocks, SIC 3660-3669 (the Nasdaq Industry). The S&P 500
tracks the aggregate price performance of the equity securities of 500 United States companies
selected by Standard & Poors Index Committee to include companies in leading industries and to
reflect the United States stock market. The NASDAQ Industry tracks the aggregate price performance
of equity securities of communications equipment companies traded on the NASDAQ Stock Market. The
total return for our stock and for each index assumes the reinvestment of dividends and is based on
the returns of the component companies weighted according to their capitalizations as of the end of
each annual period. We began paying dividends on our common stock on March 31, 2003. Our common
stock is traded on the NASDAQ Global Select Market and is a component of each of the S&P 500 and
the NASDAQ Industry.

The Companys closing stock price on September 25, 2009, the last trading day of the
Companys 2009 fiscal year, was $44.70 per share.

(1)

Shows the cumulative total return on investment assuming an investment of $100 in each of
our common stock, the S&P 500 and the Nasdaq industry Index on September 26, 2004. All returns
are reported as of our fiscal year end, which is the last Sunday of the month in which the
fourth quarter ends, whereas the numbers for the S&P 500 are calculated as of the last day of
the month in which the corresponding quarter ends.

The following balance sheet data and statement of operations data for the five fiscal years
ended September 27, 2009, September 28, 2008, September 30, 2007, September 24, 2006 and September
25, 2005 were derived from our audited consolidated financial statements. Consolidated balance
sheets at September 27, 2009 and September 28, 2008 and the related consolidated statements of
operations and cash flows for fiscal 2009, 2008 and 2007 and notes thereto appear elsewhere herein.
The data should be read in conjunction with the annual consolidated financial statements, related
notes and other financial information appearing elsewhere herein.

Years Ended(1)

September 27,

September 28,

September 30,

September 24,

September 25,

2009

2008

2007

2006

2005

(In millions, except per share data)

Statement of Operations Data:

Revenues

$

10,416

$

11,142

$

8,871

$

7,526

$

5,673

Operating income

2,226

3,730

2,883

2,690

2,386

Net income

1,592

3,160

3,303

2,470

2,143

Per Share Data:

Net income  basic

$

0.96

$

1.94

$

1.99

$

1.49

$

1.31

Net income  diluted

0.95

1.90

1.95

1.44

1.26

Dividends announced

0.66

0.60

0.52

0.42

0.32

Balance Sheet Data:

Cash, cash equivalents and marketable securities

$

17,742

$

11,269

$

11,815

$

9,949

$

8,681

Total assets

27,445

24,712

18,495

15,208

12,479

Capital lease obligations(2)

187

142

91

58

3

Other long-term liabilities (2)

618

191

169

181

141

Total stockholders equity

20,316

17,944

15,835

13,406

11,119

(1)

Our fiscal year ends on the last Sunday in September. The fiscal years ended
September 27, 2009, September 28, 2008, September 24, 2006, and September 25, 2005 each
included 52 weeks. The fiscal year ended September 30, 2007 included 53 weeks.

(2)

Capital lease obligations and other long-term liabilities are included in other
liabilities in the consolidated balance sheets.

Managements Discussion and Analysis of Financial Condition and Results of Operations

In addition to historical information, the following discussion contains forward-looking
statements that are subject to risks and uncertainties. Actual results may differ substantially
from those referred to herein due to a number of factors, including but not limited to risks
described in the section entitled Risk Factors and elsewhere in this Annual Report.

Overview

Recent Developments

Revenues for fiscal 2009 were $10.4 billion, with net income of $1.6 billion, which were
impacted by the following key items:



Both revenues and net income were adversely impacted by lower demand for CDMA-based
MSM integrated circuits during the first half of fiscal 2009 as a result of the slowdown
in the global economy. We shipped approximately 317 million Mobile Station Modem (MSM)
integrated circuits for CDMA-based wireless devices, a decrease of 6%, compared to
approximately 336 million MSM integrated circuits in fiscal 2008. In addition, net
income was adversely impacted by other-than-temporary losses on marketable securities
related primarily to the volatility in global financial markets.



CDMA-based device shipments totaled approximately 492 million units, an increase of
14% over the 433 million units shipped in fiscal 2008. (2)



The average selling price of CDMA-based devices was estimated to be approximately
$200, a decrease of approximately 9% from the prior year. (2)



We entered into a Settlement and Patent License and Non-Assert Agreement with
Broadcom Corporation. As a result of this agreement, we recorded a
$783 million charge.



In July 2009, the Korea Fair Trade Commission (KFTC) announced (although a written
decision has not yet been issued) that it found us to be in violation of South Korean
law by offering certain discounts and rebates for purchases of our CDMA chips and that
it would levy a fine, as well as order us to cease the practices at issue. We intend to
appeal the written decision once issued. As a result of this announcement, we recorded a $230 million charge.

Against this backdrop, the following recent developments occurred during fiscal 2009 with
respect to key elements of our business or our industry:



Worldwide wireless subscribers grew by approximately 16% to reach approximately 4.5
billion.(1)



CDMA subscribers, including both 2G (cdmaOne) and 3G (CDMA2000 1X, 1xEV-DO, WCDMA,
HSPA and TD-SCDMA), are approximately 20% of total worldwide wireless subscribers to
date. (1)



3G subscribers (all CDMA-based) grew to approximately 885 million worldwide including
approximately 455 million CDMA2000 1X/1xEV-DO subscribers and approximately 430 million
WCDMA/HSPA/TD-SCDMA subscribers. (1)



In the handset market, CDMA-based unit shipments grew an estimated 7% year-over-year,
compared to an estimated decline of 7% year-over-year across all technologies.
(3)



In September 2009, the Japan Fair Trade Commission (JFTC) issued a Cease and Desist
Order (CDO) seeking to require us to modify our existing license agreements with
Japanese companies to eliminate certain cross-license non-assertion provisions in our
license agreements, while preserving the license of our patents to those companies. We
intend to invoke our right under Japanese law to an administrative hearing before the
JFTC and to seek a stay of the CDO from the JFTC, and if necessary, from the Japanese
courts.

(1)

According to Wireless Intelligence estimates as of November 2, 2009, for the
quarter ending September 30, 2009. Wireless Intelligence
estimates for CDMA2000 1X/1xEV-DO subscribers do not include Wireless
Local Loop.

(2)

Derived from reports provided by our licensees/manufacturers during the year and
our own estimates of unreported activity.

(3)

Based on current reports by Strategy Analytics, a global research and consulting
firm, in their Global Handset Market Share Updates.

Our Business and Operating Segments

We design, manufacture, have manufactured on our behalf and market digital wireless
telecommunications products and services based on our CDMA technology and other technologies. We
derive revenues principally from sales of integrated circuit products, license fees and royalties
for use of our intellectual property, messaging and

other services and related hardware sales, software development and licensing and related
services, software hosting services and services related to delivery of multimedia content.
Operating expenses primarily consist of cost of equipment and services, research and development
and selling, general and administrative expenses.

We conduct business primarily through four reportable segments. These segments are: Qualcomm
CDMA Technologies, or QCT; Qualcomm Technology Licensing, or QTL; Qualcomm Wireless & Internet, or
QWI; and Qualcomm Strategic Initiatives, or QSI.

QCT is a leading developer and supplier of CDMA-based integrated circuits and system software
for wireless voice and data communications, multimedia functions and global positioning system
products. QCTs integrated circuit products and system software are used in wireless devices,
particularly mobile phones, laptops, data modules, handheld wireless computers, data cards and
infrastructure equipment. The integrated circuits for wireless devices include the Mobile Station
Modem (MSM), Radio Frequency (RF) and Power Management (PM) devices. These integrated circuits for
wireless devices and system software perform voice and data communication, multimedia and global
positioning functions, radio conversion between RF and baseband signals and power management. QCTs
system software enables the other device components to interface with the integrated circuit
products and is the foundation software enabling equipment manufacturers to develop devices
utilizing the functionality within the integrated circuits. The infrastructure equipment integrated
circuits and system software perform the core baseband CDMA modem functionality in the wireless
operators base station equipment. QCT revenues comprised 59%, 60% and 59% of total consolidated
revenues in fiscal 2009, 2008 and 2007, respectively.

QCT utilizes a fabless production business model, which means that we do not own or operate
foundries for the production of silicon wafers from which our integrated circuits are made.
Integrated circuits are die cut from silicon wafers that have completed the assembly and final test
manufacturing processes. We rely on independent third-party suppliers to perform the manufacturing
and assembly, and most of the testing, of our integrated circuits. Our suppliers are also
responsible for the procurement of most of the raw materials used in the production of our
integrated circuits. We employ both turnkey and two-stage manufacturing business models to purchase
our integrated circuits. Turnkey is when our foundry suppliers are responsible for delivering fully
assembled and tested integrated circuits. Under the two-stage manufacturing business model, we
purchase die from semiconductor manufacturing foundries and contract with separate third-party
manufacturers for back-end assembly and test services. We refer to this two-stage manufacturing
business model as Integrated Fabless Manufacturing (IFM).

QTL grants licenses to use portions of our intellectual property portfolio, which includes
certain patent rights essential to and/or useful in the manufacture and sale of certain wireless
products, including, without limitation, products implementing cdmaOne, CDMA2000, WCDMA, CDMA TDD
(including TD-SCDMA), GSM/GPRS/EDGE and/or OFDMA standards and their derivatives. QTL receives
license fees as well as ongoing royalties based on worldwide sales by licensees of products
incorporating or using our intellectual property. License fees are fixed amounts paid in one or
more installments. Ongoing royalties are generally based upon a percentage of the wholesale selling
price of licensed products, net of certain permissible deductions (e.g., certain shipping costs,
packing costs, VAT, etc.). QTL revenues comprised 35%, 33% and 31% of total consolidated revenues
in fiscal 2009, 2008 and 2007, respectively. The vast majority of such revenues have been generated
through our licensees sales of cdmaOne, CDMA2000 and WCDMA products.

QWI, which includes Qualcomm Enterprise Services (QES), Qualcomm Internet Services (QIS),
Qualcomm Government Technologies (QGOV) and Firethorn, generates revenues primarily through mobile
information products and services, software and software development aimed at support and delivery
of wireless applications. QES sells equipment, software and services used by transportation and
other companies to connect wirelessly with their assets and workforce. Through September 2009, QES
has shipped approximately 1,344,000 terrestrial-based and satellite-based mobile information units.
QIS provides content enablement services for the wireless industry, including BREW (Binary Runtime
Environment for Wireless), the Plaza suite and other services. QIS also provides QChat
push-to-talk, QPoint and other products for wireless network operators. The QGOV division provides
development, hardware and analytical expertise involving wireless communications technologies to
United States government agencies. Firethorn builds and manages software applications that enable
financial institutions and wireless operators to offer mobile commerce services. QWI revenues
comprised 6%, 7% and 9% of total consolidated revenues in fiscal 2009, 2008 and 2007, respectively.

QSI manages the Companys strategic investment activities, including FLO TV Incorporated (FLO
TV), formerly MediaFLO USA, Inc., our wholly-owned wireless multimedia operator subsidiary. QSI
also makes strategic investments to promote the worldwide adoption of CDMA-based products and
services. Our strategy is to invest in early-stage and other companies, including licensed device
manufacturers, that we believe open new markets for CDMA technology, support the design and
introduction of new CDMA-based products or possess

unique capabilities or technology. Our FLO TV subsidiary offers its service over our
nationwide multicasting network based on our MediaFLO Media Distribution System (MDS) and MediaFLO
technology. This network is utilized as a shared resource for wireless operators and their
customers in the United States. The commercial availability of the FLO TV service to retail
wireless consumers continues to be determined, in part, by our wireless operator partners. FLO TVs
network uses the 700 MHz spectrum for which we hold licenses nationwide. Additionally, FLO TV has
and will continue to procure, aggregate and distribute content in service packages which we will
continue to make available on a wholesale basis to our wireless operator customers (whether they
operate on CDMA, WCDMA or GSM networks) in the United States. Distribution, marketing, billing and
customer care remain functions that are provided primarily by our wireless operator partners. As
part of our strategic investment activities, we intend to pursue various exit strategies at some
point in the future, which may include distribution of our ownership interest in FLO TV to our
stockholders in a spin-off transaction.

Nonreportable segments include: the Qualcomm MEMS Technologies division, which is developing
an interferometric modulator (IMOD) display technology based on micro-electro-mechanical-system
(MEMS) structure combined with thin film optics; the Qualcomm Flarion Technologies division, which
is developing femtocell chipset products and other OFDM/OFDMA technologies; the MediaFLO
Technologies division, which is developing our MediaFLO MDS and MediaFLO technology and markets
MediaFLO for deployment outside of the United States; and other product initiatives.

Looking Forward

The deployment of 3G networks enables increased voice capacity and higher data rates, thereby
supporting more minutes of use and a range of mobile broadband data applications for handsets, 3G
connected computing devices and other consumer electronics. Data applications include broadband
connectivity, streaming video, location based services, mobile social networking and multimedia
messaging. As a result, we expect continued growth in the coming years in consumer demand for 3G
products and services around the world. As we look forward to the next several months, the
following items are likely to have an impact on our business:



The network launches and further expansion of 3G in China, including CDMA2000 by
China Telecom, WCDMA by China Unicom and TD-SCDMA by China Mobile, is expected to drive
competition and growth of 3G products and services in that region.

More than 110 CDMA2000 operators have commercially launched the
higher data speeds of 1xEV-DO and more than 75 have launched EV-DO Revision A;
(1) and

o

More than 280 WCDMA operators have commercially launched the
higher data speeds of HSDPA, while more than 90 have launched HSUPA and 26 have
launched HSPA+. (2)



We expect that CDMA-based device prices will continue to segment into high and low
end due to high volumes and vibrant competition in marketplaces around the world. As
operators deploy the higher data speeds of HSPA, HSPA+, EV-DO Revision A and EV-DO
Revision B and as manufacturers introduce additional highly-featured, converged devices,
we expect consumer demand for advanced 3G devices to continue at a strong pace.



To meet growing demand for advanced 3G wireless devices and increased multimedia
functionality, we intend to continue to invest significant resources toward the
development of wireless baseband chips, converged computing/communication chips,
multimedia products, software and services for the wireless industry. We expect that a
portion of our research and development initiatives in fiscal 2010 will not reach
commercialization until several years in the future.



We expect demand for cost-effective wireless devices to continue to grow and have
developed a family of Qualcomm Single Chip (QSC) products, which integrate the baseband,
radio frequency and power management functions into a single chip or package, lowering
component counts and enabling faster time-to-market for our customers. While we continue
to invest aggressively to expand our QSC product family to address the low-end market
more effectively with CDMA-based products, we still face significant competition from
GSM-based products, particularly in emerging markets.



We expect to continue to invest in the evolution of CDMA and a broad range of other
technologies as part of our vision to enable a range of technologies, including the
following products and technologies:

Our FLO TV mobile television service which includes product and
distribution expansion beyond wireless operators through direct-to-consumer
products such as automotive devices and personal television devices through
retail channels; and

o

Our IMOD display technology.

In addition to the foregoing business and market-based matters, the following items are likely
to have an impact on our business and results of operations over the next several months:



We expect to continue to devote resources to working with and educating all
participants in the wireless value chain as to the benefits of our business model in
promoting a highly competitive and innovative wireless market. However, we expect that
certain companies may continue to be dissatisfied with the need to pay reasonable
royalties for the use of our technology and not welcome the success of our business
model in enabling new, highly cost-effective competitors to their products. We expect
that such companies will continue to challenge our business model in various forums
throughout the world. For example, we expect that we will continue to be involved in
litigation, and to appear in front of administrative and regulatory bodies, including
the European Commission, the Korea Fair Trade Commission and the Japan Fair Trade
Commission, to defend our business model and to rebuff efforts by companies seeking to
gain competitive advantage or negotiating leverage.



We have been and will continue evaluating and providing reasonable assistance to our
customers. This includes, in some cases, certain levels of financial support to minimize
the impact of litigation in which we or our customers may become involved.



The volatility in financial markets may continue to have an impact on the value of
our marketable securities and net investment income (loss).

(1)

According to public reports made available at www.cdg.org as of October 27,
2009.

(2)

As reported by the Global mobile Suppliers Association, an international
organization of WCDMA and GSM (Global System for Mobile Communications) suppliers, in their
October 2009 reports.

Further discussion of risks related to our business is presented in the Risk Factors
included in this Annual Report.

Revenue Concentrations

Revenues from customers in South Korea, China and Japan comprised 35%, 23% and 11%,
respectively, of total consolidated revenues for fiscal 2009, as compared to 35%, 21% and 14%,
respectively, for fiscal 2008, and 31%, 21% and 17%, respectively, for fiscal 2007. We distinguish
revenues from external customers by geographic areas based on the location to which our products,
software or services are delivered and, for QTLs licensing and royalty revenues, the invoiced
addresses of our licensees. The decline in revenues from customers in Japan was primarily due to
lower replacement rates in Japan.

Critical Accounting Policies and Estimates

Our discussion and analysis of our results of operations and liquidity and capital resources
are based on our consolidated financial statements, which have been prepared in accordance with
accounting principles generally accepted in the United States. The preparation of these financial
statements requires us to make estimates and judgments that affect the reported amounts of assets,
liabilities, revenues and expenses, and disclosure of contingent assets and liabilities. On an
ongoing basis, we evaluate our estimates and judgments, including those related to revenue
recognition, valuation of intangible assets and investments, share-based payments, income taxes and
litigation. We base our estimates on historical and anticipated results and trends and on
various other assumptions

that we believe are reasonable under the circumstances, including
assumptions as to future events. These estimates form the basis for making judgments about the
carrying values of assets and liabilities that are not readily apparent from other sources. By
their nature, estimates are subject to an inherent degree of uncertainty. Actual results that
differ from our estimates could have a significant adverse effect on our operating results and
financial position. We believe that the following significant accounting policies and assumptions
may involve a higher degree of judgment and complexity than others.

Revenue Recognition. We derive revenue principally from sales of integrated circuit products,
royalties and license fees for our intellectual property, messaging and other services and related
hardware sales, software development and licensing and related services, software hosting services
and services related to delivery of multimedia content. The timing of revenue recognition and the
amount of revenue actually recognized in each case depends upon a variety of factors, including the
specific terms of each arrangement and the nature of our deliverables and obligations.
Determination of the appropriate amount of revenue recognized involves judgments and estimates that
we believe are reasonable, but actual results may differ from our estimates. We record reductions
to revenue for customer incentive programs, including special pricing agreements and other
volume-related rebate programs. Such reductions to revenue are based on estimates, including our
assumptions related to historical and projected customer sales volumes, market share and inventory
levels.

We license rights to use portions of our intellectual property portfolio, which includes
certain patent rights essential to and/or useful in the manufacture and sale of certain wireless
products. Licensees typically pay a license fee in one or more installments and ongoing royalties
based on their sales of products incorporating or using our licensed intellectual property. License
fees are recognized over the estimated period of benefit to the licensee, typically five to fifteen
years. We earn royalties on such licensed products sold worldwide by our licensees at the time that
the licensees sales occur. Our licensees, however, do not report and pay royalties owed for sales
in any given quarter until after the conclusion of that quarter. We recognize royalty revenues
based on royalties reported by licensees during the quarter and when other revenue recognition
criteria are met. From time to time, licensees will not report royalties timely due to legal
disputes, and when this occurs, the timing and comparability of royalty revenues could be affected.

Valuation of Intangible Assets and Investments. Our business acquisitions typically result in
the recording of goodwill and other intangible assets, and the recorded values of those assets may
become impaired in the future. We also acquire intangible assets in other types of transactions. As
of September 27, 2009, our goodwill and intangible assets, net of accumulated amortization, were
$1.5 billion and $3.1 billion, respectively. The determination of the value of such intangible
assets requires management to make estimates and assumptions that affect our consolidated financial
statements. For intangible assets purchased in a business combination or received in a non-monetary
exchange, the estimated fair values of the assets received (or, for non-monetary exchanges, the
estimated fair values of the assets transferred if more clearly evident) are used to establish
their recorded values, except when neither the values of the assets received or the assets
transferred in non-monetary exchanges are determinable within reasonable limits. Valuation
techniques consistent with the market approach, income approach and/or cost approach are used to
measure fair value. An estimate of fair value can be affected by many assumptions which require
significant judgment. For example, the income approach generally requires assumptions related to
the appropriate business model to be used to estimate cash flows, total addressable market, pricing
and share forecasts, competition, technology obsolescence, future tax rates and discount rates. Our
estimate of the fair value of certain assets, or our conclusion that
the value of certain assets is not reliably estimable, may differ materially from that determined by others
who use different assumptions or utilize different business models. New information may arise in
the future that affects our fair value estimates and could result in adjustments to our estimates
in the future, which could have an adverse impact on our results of operations.

We assess potential impairments to intangible assets when there is evidence that events or
changes in circumstances indicate that the carrying amount of an asset or asset group may not be
recoverable. Our judgments regarding the existence of impairment indicators and future cash flows
related to intangible assets are based on operational performance of our businesses, market
conditions and other factors. Although there are inherent uncertainties in this assessment process,
the estimates and assumptions we use, including estimates of future cash flows, volumes, market
penetration and discount rates, are consistent with our internal planning. If these estimates or
their related assumptions change in the future, we may be required to record an impairment charge
on all or a portion of our goodwill and intangible assets. Furthermore, we cannot predict the
occurrence of future impairment-triggering events nor the impact such events might have on our
reported asset values. Future events could cause us to conclude that impairment indicators exist
and that goodwill or other intangible assets associated with our acquired
businesses are impaired. Any resulting impairment loss could have an adverse impact on our net
investment income (loss).

We hold minority investments in publicly-traded companies whose share prices may be highly
volatile. We also hold investments in other marketable securities, including non-investment-grade
debt securities, equity and debt mutual and exchange-traded funds, corporate bonds and notes,
auction rate securities and mortgage- and asset-backed securities. These investments, which are
recorded at fair value with increases or decreases generally recorded through stockholders equity
as other comprehensive income or loss, totaled $15 billion at September 27, 2009. We record
impairment charges through the statement of operations when we believe an investment has
experienced a decline that is other than temporary. The determination that a decline is other than
temporary is subjective and influenced by many factors. In addition, the fair values of our
strategic investments are subject to substantial quarterly and annual fluctuations and to
significant market volatility. Adverse changes in market conditions or poor operating results of
investees could result in losses or an inability to recover the carrying value of the investments,
thereby requiring impairment charges. When assessing these investments for an other-than-temporary
decline in value, we consider such factors as, among other things, how significant the decline in
value is as a percentage of the original cost, how long the market value of the investment has been
below its original cost, the extent of the general decline in prices or an increase in the default
or recovery rates of securities in an asset class, negative events such as a bankruptcy filing or a
need to raise capital or seek financial support from the government or others, the performance and
pricing of the investees securities in relation to the securities of its competitors within the
industry and the market in general and analyst recommendations, as applicable. We also review the
financial statements of the investee to determine if the investee is experiencing financial
difficulties. If we determine that a security price decline is other than temporary, we may record
an impairment loss, which could have an adverse impact on our results of operations. During fiscal
2009, 2008 and 2007, we recorded $743 million, $502 million and $16 million, respectively, in net
other-than-temporary losses on our investments in marketable securities.

Share-Based Payments. We grant options to purchase our common stock to our employees and
directors under our equity compensation plans. Eligible employees can also purchase shares of our
common stock at 85% of the lower of the fair market value on the first or the last day of each
six-month offering period under our employee stock purchase plan. Share-based compensation expense
recognized during fiscal 2009, 2008 and 2007 was $584 million, $543 million and $493 million,
respectively. At September 27, 2009, total unrecognized estimated compensation expense related to
non-vested stock options granted prior to that date was $1.4 billion, which is expected to be
recognized over a weighted-average period of 3.3 years. Net stock options, after forfeitures and
cancellations, granted during fiscal 2009 represented 2.2% of outstanding shares as of the
beginning of the fiscal period. Total stock options granted during fiscal 2009 represented 2.5% of
outstanding shares as of the end of the fiscal period.

We estimate the value of stock option awards on the date of grant using a lattice binomial
option-pricing model (binomial model). The determination of the fair value of share-based payment
awards on the date of grant using an option-pricing model is affected by our stock price as well as
assumptions regarding a number of complex and subjective variables. These variables include, but
are not limited to, our expected stock price volatility over the term of the awards, actual and
projected employee stock option exercise behaviors, risk-free interest rate and expected dividends.
We believe it is important for investors to be aware of the high degree of subjectivity involved
when using option-pricing models to estimate share-based compensation. Option-pricing models were
developed for use in estimating the value of traded options that have no vesting or hedging
restrictions, are fully transferable and do not cause dilution. Because our share-based payments
have characteristics significantly different from those of freely traded options, and because
valuation model assumptions are subjective, in our opinion, existing valuation models, including
the Black-Scholes and lattice binomial models, may not provide reliable measures of the fair values
of our share-based compensation awards. There is not currently a generally accepted market-based
mechanism or other practical application to verify the reliability and accuracy of the estimates
stemming from these valuation models. Although we estimate the fair value of employee share-based
awards, the option-pricing model we use may not produce a value that is indicative of the fair
value observed in a willing buyer/willing seller market transaction.

For purposes of estimating the fair value of stock options granted during fiscal 2009, we used
the implied volatility of market-traded options in our stock for the expected volatility assumption
input to the binomial model. We utilized the term structure of volatility up to approximately two
years, and we used the implied volatility of the option with the longest time to maturity for the
expected volatility estimates for periods beyond two years. The weighted-average volatility
assumption was 42.7% for fiscal 2009, which if increased to 50%, would increase the
weighted-average estimated fair value of stock options granted during fiscal 2009 by $1.78 per
share, or 11%. The authoritative guidance includes implied volatility in its list of factors that
should be considered in estimating
expected volatility. We believe implied volatility is more useful than historical volatility
in estimating expected

volatility because it is generally reflective of both historical volatility
and expectations of how future volatility will differ from historical volatility.

The risk-free interest rate is based on the yield curve of U.S. Treasury strip securities for
a period consistent with the contractual life of the option in effect at the time of grant. The
weighted-average risk-free interest rate assumption was 2.6% for fiscal 2009, which if increased to
6.0% would increase the weighted-average estimated fair value of stock options granted during
fiscal 2009 by $1.42 per share, or 8%.

We do not target a specific dividend yield for our policy on dividend payments, but we are
required to assume a dividend yield as an input to the binomial model. The dividend yield
assumption is based on our history and expectation of dividend payouts. The dividend yield
assumption was 1.5% for fiscal 2009, which if decreased to 0.4% would increase the weighted-average
estimated fair value of stock options granted during fiscal 2009 by $1.14 per share, or 7%.
Dividends and/or increases or decreases in dividend payments are subject to approval by our Board
of Directors as well as to future cash inflows and outflows resulting from operating performance,
stock repurchase programs, mergers and acquisitions, and other sources and uses of cash. While our
historical dividend rate is assumed to continue in the future, it may be subject to substantial
change, and investors should not depend upon this forecast as a reliable indication of future cash
distributions that will be made to investors.

The post-vesting forfeiture rate is estimated using historical option cancellation
information. The weighted-average post-vesting forfeiture rate assumption was 9.2% for fiscal 2009,
which if decreased to 1.5%, would increase the weighted-average estimated fair value of stock
options granted during fiscal 2009 by $1.20 per share, or 7%.

The suboptimal exercise factor is estimated using historical option exercise information. The
weighted-average suboptimal exercise factor assumption was 1.9 for fiscal 2009, which if increased
to 2.5, would increase the weighted-average estimated fair value of stock options granted during
fiscal 2009 by $1.21 per share or 7%.

Income Taxes. Our income tax returns are based on calculations and assumptions that are
subject to examination by the Internal Revenue Service and other tax authorities. In addition, the
calculation of our tax liabilities involves dealing with uncertainties in the application of
complex tax regulations. We recognize liabilities for uncertain tax positions based on a two-step
process. The first step is to evaluate the tax position for recognition by determining if the
weight of available evidence indicates that it is more likely than not that the position will be
sustained on audit, including resolution of related appeals or litigation processes, if any. The
second step is to measure the tax benefit as the largest amount that is more than 50% likely of
being realized upon settlement. While we believe we have appropriate support for the positions
taken on our tax returns, we regularly assess the potential outcomes of these examinations and any
future examinations for the current or prior years in determining the adequacy of our provision for
income taxes. We continually assess the likelihood and amount of potential adjustments and adjust
the income tax provision, income taxes payable and deferred taxes in the period in which the facts
that give rise to a revision become known. Although we believe that the estimates and assumptions
supporting our assessments are reasonable, adjustments could be materially different from those
which are reflected in historical income tax provisions and recorded assets and liabilities. For
example, during fiscal 2009, we recorded an income tax benefit of $155 million, adjusting our prior
year estimates of uncertain tax positions as a result of various federal, state and foreign tax
audits.

We regularly review our deferred tax assets for recoverability and establish a valuation
allowance based on historical taxable income, projected future taxable income, the expected timing
of the reversals of existing temporary differences and the implementation of tax-planning
strategies. As of September 27, 2009, gross deferred tax assets were $1.5 billion. If we are unable
to generate sufficient future taxable income in certain tax jurisdictions, or if there is a
material change in the time period within which the underlying temporary differences become taxable
or deductible, we could be required to increase the valuation allowance against our deferred tax
assets which could result in an increase in our effective tax rate and an adverse impact on
operating results.

As of September 27, 2009, we had gross deferred tax assets of $510 million related to capital
losses and $23 million related to foreign and state net operating losses. We can only use realized
capital losses to offset realized capital gains. Based upon our assessments of when capital gains
and losses will be realized, we estimate that our future capital gains will not be sufficient to
utilize all of the temporary and other-than-temporary capital losses that were recorded through
fiscal 2009. During fiscal 2009, we decreased our valuation allowance for the portion of capital
losses we do not expect to utilize by $79 million to $55 million. This decrease was comprised of a
$278 million net decrease in valuation allowance as a result of an increase in net unrealized gains
on marketable securities, which was recorded as an increase in other comprehensive income,
partially offset by a $199 million net
increase in valuation allowance related to other-than-temporary impairments on investments,
which was recognized

in earnings. We can only use net operating losses to offset taxable income of
certain legal entities in certain tax jurisdictions. Based upon our assessments of projected future
taxable income and losses and historical losses incurred by these entities, we expect that the
future taxable income of the entities in these tax jurisdictions will not be sufficient to utilize
the net operating losses we have incurred through fiscal 2009. Therefore, we have provided a $17
million valuation allowance for these net operating losses. Significant judgment is required to
forecast the timing and amount of future capital gains, the timing of realization of capital losses
and the amount of future taxable income in certain jurisdictions. Adjustments to our valuation
allowance based on changes to our forecast of capital losses, capital gains and taxable income are
reflected in the period the change is made.

We consider the operating earnings of certain non-United States subsidiaries to be
indefinitely invested outside the United States based on estimates that future domestic cash
generation will be sufficient to meet future domestic cash needs. We have not recorded a deferred
tax liability of approximately $3.0 billion related to the United States federal and state income
taxes and foreign withholding taxes on approximately $8.6 billion of undistributed earnings of
foreign subsidiaries indefinitely invested outside the United States. Should we decide to
repatriate the foreign earnings, we would have to adjust the income tax provision in the period we
determined that the earnings will no longer be indefinitely invested outside the United States.

We recognize windfall tax benefits associated with the exercise of stock options directly to
stockholders equity only when realized. A windfall tax benefit occurs when the actual tax benefit
realized by us upon an employees disposition of a share-based award exceeds the deferred tax
asset, if any, associated with the award that we had recorded. When assessing whether a tax benefit
relating to share-based compensation has been realized, we follow the tax law ordering method,
under which current year share-based compensation deductions are assumed to be utilized before net
operating loss carryforwards and other tax attributes.

Litigation. We are currently involved in certain legal proceedings. Although there can be no
assurance that unfavorable outcomes in any of these matters would not have a material adverse
effect on our operating results, liquidity or financial position, we believe the claims are without
merit and intend to vigorously defend the actions. We estimate the range of liability related to
pending litigation where the amount and range of loss can be estimated. We record our best estimate
of a loss when the loss is considered probable. Where a liability is probable and there is a range
of estimated loss with no best estimate in the range, we record the minimum estimated liability
related to the claim. As additional information becomes available, we assess the potential
liability related to our pending litigation and revise our estimates. Other than amounts relating
to the Korea Fair Trade Commission Complaint, we have not recorded any accrual for contingent
liabilities associated with any other legal proceedings based on our belief that additional
liabilities, while possible, are not probable. Further, any possible range of loss cannot be
reasonably estimated at this time. Revisions in our estimates of the potential liability could
materially impact our results of operations.

Fiscal 2009 Compared to Fiscal 2008

Revenues. Total revenues for fiscal 2009 were $10.42 billion, compared to $11.14 billion for
fiscal 2008. Revenues from two customers of our QCT and QTL segments (each of whom accounted for
more than 10% of our consolidated revenues for the period) comprised approximately 31% and 30% in
aggregate of total consolidated revenues in fiscal 2009 and 2008, respectively.

Revenues from sales of equipment and services for fiscal 2009 were $6.47 billion, compared to
$7.16 billion for fiscal 2008. The decrease in revenues from sales of equipment and services was
primarily due to a $597 million reduction in revenues from sales of integrated circuit products,
mostly consisting of MSM and accompanying RF and PM integrated circuits, caused by the contraction
in CDMA-based channel inventory, and a $79 million decrease in QES revenues. Revenues from
licensing and royalty fees for fiscal 2009 were $3.95 billion, compared to $3.98 billion for fiscal
2008. The decrease in revenues from licensing and royalty fees was primarily due to a $26 million
decrease in BREW licensing revenues resulting from lower consumer demand and lower prices due to
the slowdown in global economies and competitive pricing pressures.

Cost of Equipment and Services. Cost of equipment and services revenues for fiscal 2009 was
$3.18 billion compared to $3.41 billion for fiscal 2008. Cost of equipment and services revenues as
a percentage of equipment and services revenues was 49% for fiscal 2009, compared to 48% for fiscal
2008. Cost of equipment and services revenues included $41 million in share-based compensation in
fiscal 2009, compared to $39 million in fiscal 2008. Cost of equipment and services revenues as a
percentage of equipment and services revenues may fluctuate in future quarters depending on the mix
of products sold and services provided, competitive pricing, new product introduction costs and
other factors.

Research and Development Expenses. For fiscal 2009, research and development expenses were
$2.44 billion or 23% of revenues, compared to $2.28 billion or 20% of revenues for fiscal 2008. The
dollar increase was primarily attributable to a $129 million increase in costs related to the
development of integrated circuit products, next generation CDMA and OFDMA technologies, the
expansion of our intellectual property portfolio and other initiatives to support the acceleration
of advanced wireless products and services, including lower cost devices, the integration of
wireless with consumer electronics and computing, the convergence of multiband, multimode,
multinetwork products and technologies, third-party operating systems and services platforms. The
technologies supporting these initiatives may include CDMA2000 1X, 1xEV-DO, EV-DO Revision A, EV-DO
Revision B, 1x Advanced, WCDMA, HSDPA, HSUPA, HSPA+ and LTE. Research and development expenses in
fiscal 2009 included share-based compensation and in-process research and development of $280
million and $6 million, respectively, compared to $250 million and $14 million, respectively, in
fiscal 2008.

Selling, General and Administrative Expenses. For fiscal 2009, selling, general and
administrative expenses were $1.56 billion or 15% of revenues, compared to $1.71 billion or 15% of
revenues for fiscal 2008. The dollar decrease was primarily attributable to a $110 million decrease
in professional fees, of which $72 million related to litigation and other legal matters, a $24
million decrease in selling and marketing expenses and a $19 million decrease in travel expenses.
Selling, general and administrative expenses in fiscal 2009 included share-based compensation of
$263 million, compared to $254 million in fiscal 2008.

Net Investment (Loss) Income. Net investment loss was $150 million for fiscal 2009, compared
to net investment income of $96 million for fiscal 2008. The net decrease was primarily comprised
as follows (in millions):

Year Ended

September 27,

September 28,

2009

2008

Change

Interest and dividend income:

Corporate and other segments

$

513

$

487

$

26

QSI

3

4

(1

)

Interest expense

(24

)

(22

)

(2

)

Net realized gains on investments:

Corporate and other segments

107

104

3

QSI

30

51

(21

)

Net impairment losses on investments:

Corporate and other segments

(734

)

(502

)

(232

)

QSI

(29

)

(33

)

4

Gains on derivative instruments

1

6

(5

)

Equity in (losses) earnings of investees

(17

)

1

(18

)

$

(150

)

$

96

$

(246

)

Net other-than-temporary losses on marketable securities related primarily to depressed
securities values caused by the prolonged disruption in global financial markets affecting
consumers and the banking, finance and housing industries. This disruption is evidenced by a
deterioration of confidence in financial markets and a severe decline in the availability of
capital and demand for debt and equity securities.

Income Tax Expense. Income tax expense was $484 million for fiscal 2009, compared to $666
million for fiscal 2008. The annual effective tax rate was 23% for fiscal 2009, compared to 17% for
fiscal 2008. The annual effective tax rate for fiscal 2009 is higher than the annual effective tax
rate for fiscal 2008 primarily due to a decrease in foreign earnings taxed at less than the United
States federal rate, an increase in the valuation allowance on capital losses recognized in
earnings and the revaluation of net deferred tax assets to reflect changes in California law,
partially offset by adjustments to prior year estimates of uncertain tax positions as a result of
tax audits during fiscal 2009.

The annual effective tax rate for fiscal 2009 of 23% is less than the United States federal
statutory rate primarily due to benefits of approximately 20% related to foreign earnings taxed at
less than the United States federal rate, 7% related to adjustments to prior year estimates of
uncertain tax positions as a result of tax audits during the year and 5% related to research and
development tax credits, partially offset by an increase in valuation allowance related to capital
losses of 11%, the revaluation of net deferred items of 4% and state taxes of approximately 5%.

Fiscal 2008 Compared to Fiscal 2007

Revenues. Total revenues for fiscal 2008 were $11.14 billion, compared to $8.87 billion for
fiscal 2007. Revenues from two customers of our QCT, QTL and QWI segments (each of whom accounted
for more than 10% of our consolidated revenues for the period) comprised approximately 30% and 27%
in aggregate of total consolidated revenues in fiscal 2008 and 2007, respectively.

Revenues from sales of equipment and services for fiscal 2008 were $7.16 billion, compared to
$5.77 billion for fiscal 2007. The increase in revenues from sales of equipment and services was
primarily due to a $1.41 billion increase in revenues from sales of integrated circuit products,
mostly consisting of MSM and accompanying RF and PM integrated circuits. Revenues from licensing
and royalty fees for fiscal 2008 were $3.98 billion, compared to $3.11 billion for fiscal 2007. The
increase in revenues from licensing and royalty fees primarily related to an increase in sales of
CDMA-based products reported by QTLs licensees other than Nokia, driven by the continued adoption
of WCDMA at higher average selling prices than CDMA and fluctuations in currency exchange rates. In
addition, revenues from licensing and royalties in fiscal 2008 included $560 million (attributable
to both fiscal 2008 and 2007) related to agreements with Nokia. Revenues from licensing and
royalties in fiscal 2007 included royalty payments from Nokia only for sales of Nokia products
through April 9, 2007.

Cost of Equipment and Services. Cost of equipment and services revenues for fiscal 2008 was
$3.41 billion compared to $2.68 billion for fiscal 2007. Cost of equipment and services revenues as
a percentage of equipment and services revenues was 48% for fiscal 2008, compared to 47% for fiscal
2007. Cost of equipment and services revenues included $39 million in share-based compensation in
both fiscal 2008 and 2007.

Research and Development Expenses. For fiscal 2008, research and development expenses were
$2.28 billion or 20% of revenues, compared to $1.83 billion or 21% of revenues for fiscal 2007. The
dollar increase was primarily attributable to a $358 million increase in costs related to the
development of integrated circuit products, next generation CDMA and OFDMA technologies, the
expansion of our intellectual property portfolio and other initiatives to support the acceleration
of advanced wireless products and services, including lower cost devices, the integration of
wireless with consumer electronics and computing, the convergence of multiband, multimode,
multinetwork products and technologies, third-party operating systems and services platforms. The
technologies supporting these initiatives may include CDMA2000 1X, 1xEV-DO, EV-DO Revision A, EV-DO
Revision B, WCDMA, HSDPA, HSUPA, HSPA+ and OFDMA. Research and development expenses related to the
development of our MediaFLO technology, MediaFLO MDS, IMOD display products using MEMS technology,
BREW products and mobile commerce applications increased by $63 million. Research and development
expenses in fiscal 2008 included share-based compensation and in-process research and development
of $250 million and $14 million, respectively, compared to $221 million and $10 million,
respectively, in fiscal 2007.

Selling, General and Administrative Expenses. For fiscal 2008, selling, general and
administrative expenses were $1.71 billion or 15% of revenues, compared to $1.48 billion or 17% of
revenues for fiscal 2007. The dollar increase was primarily attributable to a $137 million increase
in employee-related expenses and a $72 million increase in certain professional fees, primarily
related to patent activities. Selling, general and administrative expenses in fiscal 2008 included
share-based compensation of $254 million, compared to $233 million in fiscal 2007.

Net Investment Income. Net investment income was $96 million for fiscal 2008, compared to $743
million for fiscal 2007. The net decrease was primarily comprised as follows (in millions):

The decrease in interest and dividend income on cash, cash equivalents and marketable
securities held by corporate and other segments was primarily a result of lower interest rates
earned on interest-bearing securities. Other-than-temporary losses in fiscal 2008 included $327
million recognized in the fourth quarter on marketable securities held by corporate and other
segments. Both other-than-temporary losses on marketable securities and the decrease in net
realized gains on corporate investments were generally related to depressed securities values
caused by the major disruption in global financial markets.

Income Tax Expense. Income tax expense was $666 million for fiscal 2008, compared to $323
million for fiscal 2007. The annual effective tax rate was 17% for fiscal 2008, compared to 9% for
fiscal 2007. The annual effective tax rate for fiscal 2008 is higher than the annual effective tax
rate for fiscal 2007 primarily due to the impact of prior year audits completed during fiscal 2007.

The annual effective tax rate for fiscal 2008 is 18% lower than the United States federal
statutory rate primarily due to benefits of approximately 22% related to foreign earnings taxed at
less than the United States federal rate, and 1% related to research and development tax credits,
partially offset by state taxes of approximately 4% and 1% related to an increase in the valuation
allowance.

Our Segment Results for Fiscal 2009 Compared to Fiscal 2008

The following should be read in conjunction with the fiscal 2009 and 2008 financial results
for each reporting segment. See Notes to Consolidated Financial Statements  Note 10  Segment
Information.

QCT Segment. QCT revenues for fiscal 2009 were $6.14 billion, compared to $6.72 billion for
fiscal 2008. Equipment and services revenues, mostly related to sales of MSM and accompanying RF
and PM integrated circuits, were $5.93 billion for fiscal 2009, compared to $6.53 billion for
fiscal 2008. The decrease in equipment and services revenues resulted primarily from a $770 million
decrease related to lower unit shipments, caused by the contraction in CDMA-based channel
inventory. This decrease was partially offset by an increase of $113 million related to the net
effects of changes in product mix and the average selling prices of such products. Approximately
317 million MSM integrated circuits were sold during fiscal 2009, compared to approximately 336
million for fiscal 2008.

QCT earnings before taxes for fiscal 2009 were $1.44 billion, compared to $1.83 billion for
fiscal 2008. QCT operating income as a percentage of its revenues (operating margin percentage) was
23% in fiscal 2009, compared to 27% in fiscal 2008. The decrease in operating margin percentage was
primarily due to increased research and development expenses while revenues declined.

QCT inventories decreased by 10% in fiscal 2009 from $453 million to $408 million primarily
due to the net effects of changes in integrated circuit product mix and a decrease in average unit
costs.

QTL Segment. QTL revenues for fiscal 2009 were $3.61 billion, compared to $3.62 billion for
fiscal 2008. QTL earnings before taxes for fiscal 2009 were $3.07 billion, compared to $3.14
billion for fiscal 2008. QTL operating margin percentage was 85% in fiscal 2009, compared to 87% in
fiscal 2008. The decrease in earnings before taxes
was primarily attributable to an increase in amortization related to acquired patents,
partially offset by a decrease in professional fees related to litigation and other legal matters,
which resulted in a corresponding decline in operating margin percentage.

QWI Segment. QWI revenues for fiscal 2009 were $641 million, compared to $785 million for
fiscal 2008. Revenues decreased primarily due to a $79 million decrease in QES revenues and a $71
million decrease in QIS revenues. The decrease in QES revenues was primarily attributable to a $50
million decrease in revenues from hardware product sales, due to a 47,500-unit reduction, or 52%,
in the number of units shipped, and a $21 million decrease in messaging revenue. The decrease in
QIS revenues was primarily attributable to a $45 million decrease in QChat revenues resulting
primarily from decreased development efforts under the licensing agreement with Sprint and a $30
million decrease in BREW revenues resulting from lower consumer demand and lower prices due to the
slowdown in global economies and competitive pricing pressures.

QWI earnings before taxes for fiscal 2009 was $20 million, compared to a loss before taxes of
$1 million for fiscal 2008. QWI operating margin percentage was 3% in fiscal 2009, compared to zero
percent in fiscal 2008. The increase in QWI earnings before taxes was primarily attributable to a
decrease in selling, general and administrative expenses and research and development expenses at
QIS and QES, partially offset by an increase in the operating loss of Firethorn. The increase in
QWI operating margin percentage was primarily attributable to improvements in QIS and QES gross
margin percentage, partially offset by an increase in the operating loss of Firethorn.

QSI Segment. QSI revenues for fiscal 2009 were $29 million, compared to $12 million for fiscal
2008. QSI loss before taxes for fiscal 2009 was $361 million, compared to $304 million for fiscal
2008. QSI revenues are attributable to our FLO TV subsidiary. QSI loss before taxes increased by
$57 million primarily due to a $39 million increase in net investment losses (unrelated to FLO TV)
and an $18 million increase in our FLO TV subsidiarys loss before taxes.

Our Segment Results for Fiscal 2008 Compared to Fiscal 2007

The following should be read in conjunction with the financial results of fiscal 2008 and 2007
for each reporting segment. See Notes to Consolidated Financial Statements, Note 10  Segment
Information.

QCT Segment. QCT revenues for fiscal 2008 were $6.72 billion, compared to $5.28 billion for
fiscal 2007. Equipment and services revenues, mostly consisting of MSM and accompanying RF and PM
integrated circuits, were $6.53 billion for fiscal 2008, compared to $5.12 billion for fiscal 2007.
The increase in equipment and services revenues resulted primarily from an increase of $1.23
billion related to higher unit shipments and an increase of $219 million related to the net effects
of changes in product mix and the average sales prices of such products. Approximately 336 million
MSM integrated circuits were sold during fiscal 2008, compared to approximately 253 million for
fiscal 2007.

QCT earnings before taxes for fiscal 2008 were $1.83 billion, compared to $1.55 billion for
fiscal 2007. QCT operating income as a percentage of its revenues (operating margin percentage) was
27% in fiscal 2008, compared to 29% in fiscal 2007. The decrease in operating margin percentage was
primarily due to a decrease in gross margin percentage related to an increase in reserves for
excess and obsolete inventory and product support costs.

QCT inventories increased by 17% in fiscal 2008 from $387 million to $453 million primarily
due to the shift in our manufacturing business model from turnkey to IFM and the related work-in
process which includes purchased die and related back-end assembly and test manufacturing services
needed to complete QCT integrated circuit products. The increase is also attributable to an
increase in finished goods associated with growth in sales volume.

QTL Segment. QTL revenues for fiscal 2008 were $3.62 billion, compared to $2.77 billion for
fiscal 2007. QTL earnings before taxes for fiscal 2008 were $3.14 billion, compared to $2.34
billion for fiscal 2007. QTL operating margin percentage was 87% in fiscal 2008, compared to 84% in
fiscal 2007. The increase in revenues from licensing and royalty fees primarily related to an
increase in sales of CDMA-based products reported by QTL licensees other than Nokia, driven by the
continued adoption of WCDMA at higher average selling prices than CDMA and fluctuations in currency
exchange rates. In addition, QTL revenues from licensing and royalties in fiscal 2008 included $560
million (attributable to both fiscal 2008 and 2007) related to the new agreement with Nokia.
Revenues from licensing and royalties in fiscal 2007 included royalty payments from Nokia only for
sales of Nokia products through April 9, 2007. The increase in earnings before taxes was primarily
attributable to the increase in revenues and the effect of bad debt expenses recognized in fiscal
2007, partially offset by increases in research and development expenses and patent costs, which
resulted in a corresponding increase in operating margin percentage.

QWI Segment. QWI revenues for fiscal 2008 were $785 million, compared to $828 million for
fiscal 2007. Revenues decreased primarily due to a $78 million decrease in QES revenues, partially
offset by a $27 million
increase in QIS revenues. The decrease in QES revenues was primarily attributable to an $88
million decrease in revenues from product sales, partially offset by an $11 million increase in
messaging revenues. QES shipped approximately 91,200 terrestrial-based and satellite-based systems
during fiscal 2008, compared to approximately 190,300 terrestrial-based and satellite-based systems
in fiscal 2007. The increase in QIS revenues was primarily

attributable to increases in QChat
revenues resulting from increased development efforts under a licensing agreement with Sprint and
our expanded BREW customer base and products.

QWI loss before taxes for fiscal 2008 was $1 million, compared to earnings before taxes of $88
million for fiscal 2007. QWI operating margin percentage was zero percent in fiscal 2008, compared
to 11% in fiscal 2007. The decrease in QWI earnings before taxes was primarily due to the decrease
in revenues, a $30 million increase in QIS research and development expenses related to our BREW
products and a $34 million increase in operating expenses as a result of the acquisition of
Firethorn during the first quarter of fiscal 2008, all of which contributed to a corresponding
decline in operating margin percentage.

QSI Segment. QSI revenues for fiscal 2008 were $12 million, compared to $1 million for fiscal
2007, related to the commencement of our FLO TV service in March 2007. QSI loss before taxes for
fiscal 2008 was $304 million, compared to $240 million for fiscal 2007. QSI loss before taxes also
included a $71 million increase in our FLO TV subsidiarys loss before taxes comprised primarily of
an increase of $50 million in cost of equipment and services revenues and a $22 million increase in
research and development expenses.

Liquidity and Capital Resources

Our principal sources of liquidity are our existing cash, cash equivalents and marketable
securities, cash generated from operations and proceeds from the issuance of common stock under our
stock option and employee stock purchase plans. Cash, cash equivalents and marketable securities
were $17.7 billion at September 27, 2009, an increase of $6.5 billion from September 28, 2008. Our
cash, cash equivalents and marketable securities at September 27, 2009 consisted of $7.9 billion
held domestically with the remaining balance of $9.8 billion held by foreign subsidiaries. Due to
tax considerations, we derive liquidity for operations primarily from domestic cash flow and
investments held domestically. Total cash provided by operating activities increased to $7.2
billion during fiscal 2009, compared to $3.6 billion during fiscal 2008 primarily due to collection
of a $2.5 billion licensing receivable paid in October 2008.

During fiscal 2009, we repurchased and retired 8,920,000 shares of our common stock for $284
million. At September 27, 2009, approximately $1.7 billion remained authorized for repurchases
under our stock repurchase program. The stock repurchase program has no expiration date. We intend
to continue to repurchase shares of our common stock under this program subject to capital
availability and periodic determinations that such repurchases are in the best interest of our
stockholders.

We declared and paid dividends totaling $1.1 billion, $982 million and $862 million, or $0.66,
$0.60 and $0.52 per common share, during fiscal 2009, 2008 and 2007, respectively. On October 2,
2009, we announced a cash dividend of $0.17 per share on our common stock, payable on December 23,
2009 to stockholders of record as of November 25, 2009. We intend to continue to pay quarterly
dividends subject to capital availability and periodic determinations that cash dividends are in
the best interest of our stockholders.

Since September 2007, there has been a prolonged disruption in global financial markets that
has contributed to a major crisis in debt and equity capital markets and a global economic
recession. This period of economic weakness has impacted the value of our marketable securities. At
September 27, 2009, gross unrealized gains on marketable securities were $870 million and gross
unrealized losses were $196 million. At September 27, 2009, we concluded that the unrealized losses
were temporary. Our relative weighting of these factors is reassessed when market or economic
conditions change. Further, for equity securities, equity mutual and exchange-traded funds and debt
mutual funds with unrealized losses, we have the ability and the intent to hold such securities
until they recover, which is expected to be within a reasonable period of time. For debt securities
with unrealized losses, we do not have the intent to sell, nor is it more likely than not that we
will be required to sell, such securities. As a result, we do not believe the decline in the fair
value of our marketable securities will materially affect our liquidity.

Accounts receivable decreased by 83% during fiscal 2009 primarily due to collection of a $2.5
billion licensing receivable, partial payment of amounts receivable for redemptions of money market
funds and reclassification of the remaining net balance of these investment receivables to other
assets, and a decrease of approximately $580 million in other accounts receivable. Days sales
outstanding related to these other accounts receivable were 23 days at September 27, 2009 compared
to 34 days at September 28, 2008. The decrease in other trade accounts receivable and the related
days sales outstanding were primarily due to the timing of cash receipts related to sales of
integrated circuits.

We believe our current cash and cash equivalents, marketable securities and our expected cash
flow generated from operations, in addition to our substantial untapped debt capacity, will provide
us with flexibility and satisfy our working and other capital requirements over the next fiscal
year and beyond based on our current business plans. Our total research and development
expenditures were $2.4 billion in fiscal 2009 and $2.3 billion in fiscal 2008, and

we expect to
continue to invest heavily in research and development for new technologies, applications and
services for the wireless industry. Capital expenditures were $761 million in fiscal 2009 and $1.4
billion in fiscal 2008. Our purchase obligations for fiscal 2010, some of which relate to research
and development activities and capital expenditures, totaled $893 million, at September 27, 2009.
Pursuant to the Settlement and Patent License and Non-Assert Agreement with Broadcom, we are
obligated to pay a remaining $648 million ratably through April 2013. Cash used for strategic
investments and acquisitions, net of cash acquired, was $54 million in fiscal 2009 and $298 million
in fiscal 2008, and we expect to continue making strategic investments and acquisitions to open new
markets for our technology, expand our technology, obtain development resources, grow our patent
portfolio or pursue new business opportunities.

Contractual Obligations / Off-Balance Sheet Arrangements

We have no significant contractual obligations not fully recorded on our consolidated balance
sheets or fully disclosed in the notes to our consolidated financial statements. We have no
material off-balance sheet arrangements as defined in S-K 303(a)(4)(ii).

Total purchase obligations include $683 million in commitments to purchase
integrated circuit product inventories.

(2)

These commitments do not have fixed funding dates and are subject to certain
conditions. Commitments represent the maximum amounts to be financed or funded under these
arrangements; actual financing or funding may be in lesser amounts or not at all.

(3)

Amounts represent future minimum lease payments including interest payments. Capital
lease obligations are included in other liabilities in the consolidated balance sheet at
September 27, 2009.

(4)

Certain long-term liabilities reflected on our balance sheet, such as unearned
revenues, are not presented in this table because they do not require cash settlement in the
future. Other long-term liabilities as presented in this table include the related current
portions.

(5)

Our consolidated balance sheet at September 27, 2009 included a $47 million
noncurrent liability for uncertain tax positions, all of which may result in cash payment. The
future payments related to uncertain tax positions have not been presented in the table above
due to the uncertainty of the amounts and timing of cash settlement with the taxing
authorities.

In December 2007, the Financial Accounting Standards Board (FASB) revised the authoritative
guidance for business combinations, which establishes principles and requirements for how the
acquirer in a business combination (i) recognizes and measures in its financial statements the
identifiable assets acquired, the liabilities assumed and any noncontrolling interest in the
acquiree, (ii) recognizes and measures the goodwill acquired in the business combination or a gain
from a bargain purchase and (iii) determines what information to disclose to enable
users of the financial statements to evaluate the nature and financial effects of the business
combination. The guidance will be effective for our fiscal 2010 beginning September 28, 2009 and
will change our accounting treatment for business combinations on a prospective basis.

The FASB issued authoritative guidance for fair value measurements in September 2006, which
defines fair value, establishes a framework for measuring fair value and expands disclosures about
assets and liabilities measured at fair value in the financial statements. We adopted the
provisions of the guidance for financial assets and liabilities effective September 29, 2008 but
elected a partial deferral under the provisions related to nonfinancial

assets and liabilities that
are measured at fair value on a nonrecurring basis, including goodwill, wireless licenses, other
intangible and long-lived assets, guarantees and asset retirement obligations. The adoption of this
guidance in fiscal 2010 on such nonfinancial assets and liabilities is not expected to have a
significant impact on our consolidated financial statements.

In September 2009, the FASB ratified the final consensus reached by the Emerging Issues Task
Force (EITF) that revised the authoritative guidance for revenue arrangements with multiple
deliverables. The guidance addresses how to determine whether an arrangement involving multiple
deliverables contains more than one unit of accounting and how the arrangement consideration should
be allocated among the separate units of accounting. The guidance will be effective for our fiscal
2011 beginning September 27, 2010 with early adoption permitted. The guidance may be applied
retrospectively or prospectively for new or materially modified arrangements. We are in the process
of evaluating early prospective adoption and determining the effects, if any, the adoption of the
guidance will have on our consolidated financial statements.

In September 2009, the FASB also ratified the final consensus reached by the EITF that
modifies the scope of the software revenue recognition guidance to exclude (a) non-software
components of tangible products and (b) software components of tangible products that are sold,
licensed or leased with tangible products when the software components and non-software components
of the tangible product function together to deliver the tangible products essential
functionality. The guidance will be effective for our fiscal 2011 beginning September 27, 2010 with
early adoption permitted. The guidance may be applied retrospectively or prospectively for new or
materially modified arrangements. We are in the process of evaluating early prospective adoption
and determining the effects, if any, the adoption of the guidance will have on our consolidated
financial statements.

Item 7A.

Quantitative and Qualitative Disclosures about Market Risk

Credit Market Risk. Since September 2007, there has been a prolonged disruption in global
financial markets that has led to a major crisis in debt and equity capital markets and a global
economic recession. This period of economic weakness has impacted the value of most types of
investment- and non-investment-grade bonds and debt obligations and mortgage- and asset-backed
securities. At September 27, 2009, we held a significant portion of our corporate cash in
diversified portfolios of fixed- and floating-rate, investment-grade marketable securities,
mortgage- and asset-backed securities, non-investment-grade bank loans and bonds, preferred stocks
and other securities that have been affected by these credit market concerns and had temporary
gross unrealized losses of $39 million. Although we consider these unrealized losses to be
temporary, there is a risk that we may incur net other-than-temporary impairment charges or
realized losses on the values of these and other similarly affected securities if U.S. credit and
equity markets do not stabilize and recover to previous levels in the coming quarters.

Interest Rate Risk. We invest our cash in a number of diversified investment- and
non-investment-grade fixed and floating rate securities, consisting of cash equivalents, marketable
debt securities and debt mutual funds. We deposit our cash primarily with one major institution.
Changes in the general level of United States interest rates can affect the principal values and
yields of fixed interest-bearing securities. If interest rates in the general economy were to rise
rapidly in a short period of time, our fixed interest-bearing securities could lose value. As
interest rates in the general economy have dropped significantly over the past several months, our
floating interest-bearing securities are earning less interest income. When the general economy
weakens significantly, as it has recently, the credit profile, financial strength and growth
prospects of certain issuers of interest-bearing securities held in our investment portfolios may
deteriorate, and our interest-bearing securities may lose value either temporarily or other than
temporarily. We may implement investment strategies of different types with varying duration and
risk/return trade-offs that do not perform well.

The following table provides information about our interest-bearing securities that are
sensitive to changes in interest rates. The table presents principal cash flows, weighted-average
yield at cost and contractual maturity dates. Additionally, we have assumed that these securities
are similar enough within the specified categories to aggregate these securities for presentation
purposes.

Cash and cash equivalents and available-for-sale securities are recorded at fair value.

Equity Price Risk. The prolonged disruption in global financial markets has caused
increased volatility in the fair values of our equity securities and equity mutual and
exchange-traded fund shares. We have a diversified marketable securities portfolio that includes
equities held by mutual and exchange-traded fund shares that are subject to equity price risk. We
have made investments in marketable equity securities of companies of varying size, style, industry
and geography, and changes in investment allocations may affect the price volatility of our
investments. A 10% decrease in the market price of our marketable equity securities and equity
mutual fund and exchange-traded fund shares at September 27, 2009 would cause a decrease in the
carrying amounts of these securities of $247 million. At September 27, 2009, gross unrealized
losses of our marketable equity securities and equity mutual and exchange-traded fund shares were
approximately $157 million.

Foreign Exchange Risk. We manage our exposure to foreign exchange market risks, when deemed
appropriate, through the use of derivative financial instruments, including foreign currency
forward and option contracts with financial counterparties. Such derivative financial instruments
are viewed as hedging or risk management tools and are not used for speculative or trading
purposes. At September 27, 2009, we had a net liability of $28 million related to foreign currency
option contracts that were designated as hedges of foreign currency risk on royalties earned from
certain international licensees on their sales of CDMA and WCDMA products. Counterparties to our
derivative contracts are all major institutions. In the event of the financial insolvency or
distress of a counterparty to our derivative financial instruments, we may be unable to settle
transactions, which could materially impact our results. If our forecasted royalty revenues were to
decline by 20% and foreign exchange rates were to change unfavorably by 20% in each of our hedged
foreign currencies, we would incur a loss of approximately $19 million resulting from a decrease in
the fair value of the portion of our hedges that would be rendered ineffective. See Notes to
Consolidated Financial Statements, Note 1  The Company and Its Significant Accounting Policies
for a description of our foreign currency accounting policies.

Financial instruments held by consolidated subsidiaries that are not denominated in the
functional currency of those entities are subject to the effects of currency fluctuations and may
affect reported earnings. As a global concern, we face exposure to adverse movements in foreign
currency exchange rates. We may hedge currency
exposures associated with certain assets and liabilities denominated in nonfunctional
currencies and certain anticipated nonfunctional currency transactions. As a result, we could
experience unanticipated gains or losses on anticipated foreign currency cash flows, as well as
economic loss with respect to the recoverability of investments. While we may hedge certain
transactions with non-United States customers, declines in currency values in certain regions may,
if not reversed, adversely affect future product sales because our products may become more
expensive to purchase in the countries of the affected currencies.

Our analysis methods used to assess and mitigate the risks discussed above should not be
considered projections of future risks.

Item 8.

Financial Statements and Supplementary Data

Our consolidated financial statements at September 27, 2009 and September 28, 2008 and the
Report of PricewaterhouseCoopers LLP, Independent Registered Public Accounting Firm, are included
in this Annual Report on Form 10-K on pages F-1 through F-31.

Item 9.

Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

None.

Item 9A.

Controls and Procedures

Conclusion Regarding the Effectiveness of Disclosure Controls and Procedures

Under the supervision and with the participation of our management, including our principal
executive officer and principal financial officer, we conducted an evaluation of our disclosure
controls and procedures, as such terms are defined under Rule 13a-15(e) promulgated under the
Securities Exchange Act of 1934, as amended (the Exchange Act). Based on this evaluation, our
principal executive officer and our principal financial officer concluded that our disclosure
controls and procedures were effective as of the end of the period covered by this Annual Report.

Managements Report on Internal Control Over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over
financial reporting, as such term is defined in Exchange Act Rule 13a-15(f). Under the supervision
and with the participation of our management, including our principal executive officer and
principal financial officer, we conducted an evaluation of the effectiveness of our internal
control over financial reporting based on the framework in Internal Control  Integrated Framework
issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on our
evaluation under the framework in Internal Control  Integrated Framework, our management
concluded that our internal control over financial reporting was effective as of September 27,
2009.

PricewaterhouseCoopers LLP, the independent registered public accounting firm that audited the
consolidated financial statements included in this Annual Report on Form 10-K, has also audited the
effectiveness of our internal control over financial reporting as of September 27, 2009, as stated
in its report which appears on page F-1.

Inherent Limitations Over Internal Controls

Our internal control over financial reporting is designed to provide reasonable assurance
regarding the reliability of financial reporting and the preparation of consolidated financial
statements for external purposes in accordance with generally accepted accounting principles. Our
internal control over financial reporting includes those policies and procedures that:

i.

pertain to the maintenance of records that, in reasonable detail, accurately
and fairly reflect the transactions and dispositions of our assets;

ii.

provide reasonable assurance that transactions are recorded as necessary to
permit preparation of consolidated financial statements in accordance with generally
accepted accounting principles, and that our receipts and expenditures are being made
only in accordance with authorizations of our management and directors; and

iii.

provide reasonable assurance regarding prevention or timely detection of
unauthorized acquisition, use or disposition of our assets that could have a material
effect on the consolidated financial statements.

Internal control over financial reporting cannot provide absolute assurance of achieving
financial reporting objectives because of its inherent limitations, including the possibility of
human error and circumvention by collusion or overriding of controls. Accordingly, even an
effective internal control system may not prevent or detect material misstatements on a timely
basis. Also, projections of any evaluation of effectiveness to future periods are
subject to the risk that controls may become inadequate because of changes in conditions or
that the degree of compliance with the policies or procedures may deteriorate.

Changes in Internal Control Over Financial Reporting

There have been no changes in our internal control over financial reporting during fiscal 2009
that have materially affected, or are reasonably likely to materially affect, our internal control
over financial reporting.

The information required by this item regarding directors is incorporated by reference to our
Definitive Proxy Statement to be filed with the Securities and Exchange Commission in connection
with the Annual Meeting of Stockholders to be held in 2010 (the 2010 Proxy Statement) under the
heading Election of Directors. Information regarding executive officers is set forth in Item 1 of
Part I of this Report under the caption Executive Officers. The information regarding our code of
ethics is incorporated by reference to the 2010 Proxy Statement under the heading Code of Ethics.

Item 11.

Executive Compensation

The information required by this item is incorporated by reference to the 2010 Proxy Statement
under the heading Executive Compensation and Related Information.

The information required by this item is incorporated by reference to the 2010 Proxy Statement
under the headings Equity Compensation Plan Information and Stock Ownership of Certain
Beneficial Owners and Management.

Financial statement schedules other than those listed above have been omitted because they are
either not required, not applicable or the information is otherwise included in the notes to the
consolidated financial statements.

(b)

Exhibits:

Exhibit

Number

Description

3.1

Restated Certificate of Incorporation. (1)

3.2

Certificate of Amendment of Certificate of Designation. (2)

3.4

Amended and Restated Bylaws. (3)

10.1

Form of Indemnity Agreement between the Company, each director and certain officers. (4)(5)

10.2

1991 Stock Option Plan, as amended. (4)(6)

10.4

Form of Stock Option Grant under the 1991 Stock Option Plan. (4)(6)

10.29

1998 Non-Employee Directors Stock Option Plan, as amended. (4)(7)

10.40

Form of Stock Option Grant Notice and Agreement under the 2001 Stock Option Plan. (4)(6)

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto
duly authorized.

Pursuant to the requirements of the Securities Exchange Act of 1934, this Report has been
signed below by the following persons on behalf of the registrant and in the capacities and on the
dates indicated:

In our opinion, the consolidated financial statements listed in the index appearing under Item
15(a)(1) present fairly, in all material respects, the financial position of QUALCOMM Incorporated
and its subsidiaries at September 27, 2009 and September 28, 2008 and the results of their
operations and their cash flows for each of the three years
in the period ended September 27, 2009 in conformity with accounting principles generally
accepted in the United States of America. In addition, in our opinion, the financial statement
schedule listed in the index appearing under Item 15(a)(2) presents fairly, in all material
respects, the information set forth therein when read in conjunction with the related consolidated
financial statements. Also in our opinion, the Company maintained, in all material respects,
effective internal control over financial reporting as of September 27, 2009, based on criteria
established in Internal Control  Integrated Framework issued by the Committee of Sponsoring
Organizations of the Treadway Commission (COSO). The Companys management is responsible for these
financial statements and financial statement schedule, for maintaining effective internal control
over financial reporting and for its assessment of the effectiveness of internal control over
financial reporting, included in the accompanying Managements Report on Internal Control Over
Financial Reporting appearing under Item 9A. Our responsibility is to express opinions on these
financial statements, on the financial statement schedule and on the Companys internal control
over financial reporting based on our integrated audits. We conducted our audits in accordance with
the standards of the Public Company Accounting Oversight Board (United States). Those standards
require that we plan and perform the audits to obtain reasonable assurance about whether the
financial statements are free of material misstatement and whether effective internal control over
financial reporting was maintained in all material respects. Our audits of the financial statements
included examining, on a test basis, evidence supporting the amounts and disclosures in the
financial statements, assessing the accounting principles used and significant estimates made by
management, and evaluating the overall financial statement presentation. Our audit of internal
control over financial reporting included obtaining an understanding of internal control over
financial reporting, assessing the risk that a material weakness exists, and testing and evaluating
the design and operating effectiveness of internal control based on the assessed risk. Our audits
also included performing such other procedures as we considered necessary in the circumstances. We
believe that our audits provide a reasonable basis for our opinions.

A companys internal control over financial reporting is a process designed to provide
reasonable assurance regarding the reliability of financial reporting and the preparation of
financial statements for external purposes in accordance with generally accepted accounting
principles. A companys internal control over financial reporting includes those policies and
procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately
and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide
reasonable assurance that transactions are recorded as necessary to permit preparation of financial
statements in accordance with generally accepted accounting principles, and that receipts and
expenditures of the company are being made only in accordance with authorizations of management and
directors of the company; and (iii) provide reasonable assurance regarding prevention or timely
detection of unauthorized acquisition, use, or disposition of the companys assets that could have
a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent
or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are
subject to the risk that controls may become inadequate because of changes in conditions, or that
the degree of compliance with the policies or procedures may deteriorate.

The Company. QUALCOMM Incorporated (the Company or QUALCOMM), a Delaware corporation,
develops, designs, manufactures and markets digital wireless telecommunications products and
services. The Company is a leading developer and supplier of Code Division Multiple Access
(CDMA)-based integrated circuits and system software for wireless voice and data communications,
multimedia functions and global positioning system products to wireless device and infrastructure
manufacturers. The Company also manufactures and sells products based upon Orthogonal Frequency
Division Multiplexing Access (OFDMA) technology. The Company grants licenses to use portions of its
intellectual property portfolio, which includes certain patent rights essential to and/or useful in
the manufacture and sale of certain wireless products, and receives license fees as well as ongoing
royalties based on sales by licensees of wireless telecommunications equipment products
incorporating its patented technologies. The Company sells equipment, software and services to
transportation and other companies to wireless connect their assets and workforce. The Company
provides software products and services for content enablement across a wide variety of platforms
and devices for the wireless industry. The Company provides services to wireless operators to
delivery multimedia content, including live television, in the United States. The Company also
makes strategic investments to promote the worldwide adoption of CDMA products and services for
wireless voice and internet data communications.

Principles of Consolidation. The Companys consolidated financial statements include the
assets, liabilities and operating results of majority-owned subsidiaries. The ownership of the
other interest holders of consolidated subsidiaries is reflected as minority interest and is not
significant. All significant intercompany accounts and transactions have been eliminated. Certain
of the Companys foreign subsidiaries are included in the consolidated financial statements one
month in arrears to facilitate the timely inclusion of such entities in the Companys consolidated
financial statements. The Company is not the primary beneficiary of, nor does it hold a significant
variable interest in, any variable interest entity.

Financial Statement Preparation. The preparation of financial statements in conformity with
accounting principles generally accepted in the United States requires management to make estimates
and assumptions that affect the reported amounts and the disclosure of contingent amounts in the
Companys consolidated financial statements and the accompanying notes. Actual results could differ
from those estimates. Certain prior year amounts have been reclassified to conform to the current
year presentation.

The Company has evaluated subsequent events through the date that the financial statements
were issued on November 4, 2009.

Fiscal Year. The Company operates and reports using a 52-53 week fiscal year ending on the
last Sunday in September. The fiscal years ended September 27, 2009 and September 28, 2008 both
included 52 weeks. The fiscal year ended September 30, 2007 included 53 weeks.

Revenue Recognition. The Company derives revenues principally from sales of integrated circuit
products, royalties and license fees for its intellectual property, messaging and other services
and related hardware sales, software development and licensing and related services, software
hosting services and services related to delivery of multimedia content. The timing of revenue
recognition and the amount of revenue actually recognized in each case depends upon a variety of
factors, including the specific terms of each arrangement and the nature of the Companys
deliverables and obligations.

The Company allocates revenue for transactions that include multiple elements to each unit of
accounting based on its relative fair value and recognizes revenue for each unit of accounting when
revenue recognition criteria have been met. The price charged when the element is sold separately
generally determines fair value. When the Company has objective evidence of the fair values of
undelivered elements but not delivered elements, the Company allocates revenue first to the fair
value of the undelivered elements, and the residual revenue is then allocated to the delivered
elements. If the fair value of any undelivered element included in a multiple element arrangement
cannot be objectively determined, revenue is deferred until all elements are delivered or services
have been performed, or until fair value can objectively be determined for any remaining
undelivered elements.

Revenues from sales of the Companys products are recognized at the time of shipment, or when
title and risk of loss pass to the customer and other criteria for revenue recognition are met, if
later. Revenues from providing services, including software hosting services and the delivery of
multimedia content, are recognized when earned.

The Company licenses rights to use portions of its intellectual property portfolio, which
includes certain patent rights essential to and/or useful in the manufacture and sale of certain
wireless products. Licensees typically pay a

license fee in one or more installments and ongoing royalties based on their sales of products
incorporating or using the Companys licensed intellectual property. License fees are recognized
over the estimated period of benefit to the licensee, typically five to fifteen years. The Company
earns royalties on such licensed products sold worldwide by its licensees at the time that the
licensees sales occur. The Companys licensees, however, do not report and pay royalties owed for
sales in any given quarter until after the conclusion of that quarter. The Company recognizes
royalty revenues based on royalties reported by licensees during the quarter and when other revenue
recognition criteria are met.

Revenues from long-term contracts are recognized using the percentage-of-completion method of
accounting, based on costs incurred compared with total estimated costs. The
percentage-of-completion method relies on estimates of total contract revenue and costs. Revenues
and profits are subject to revisions as the contract progresses to completion. Revisions in profit
estimates are charged or credited to income in the period in which the facts that give rise to the
revision become known. If actual contract costs are greater than expected, reduction of contract
profit would be required. Estimated contract losses are recognized when determined.

The Company provides both perpetual and renewable time-based software licenses. Revenues from
software license fees are recognized when revenue recognition criteria are met and, if applicable,
when vendor-specific objective evidence exists to allocate the total license fee to elements of
multiple-element software arrangements, including post-contract customer support. Post-contract
support is recognized ratably over the term of the related contract. When contracts contain
multiple elements wherein the only undelivered element is post-contract customer support and
vendor-specific objective evidence of the fair value of post-contract customer support does not
exist, revenue from the entire arrangement is recognized ratably over the support period. The
amount or timing of the Companys software license revenue may differ as a result of changes in
these judgments or estimates.

The Company records reductions to revenue for customer incentive programs, including special
pricing agreements and other volume-related rebate programs, in the same period that the related
revenue is recorded. Such reductions to revenue are based on a number of factors, including the
contractual provisions of the customer agreements and the Companys assumptions related to
historical and projected customer sales volumes, market share and inventory levels.

Concentrations. A significant portion of the Companys revenues is concentrated with a limited
number of customers as the worldwide market for wireless telecommunications products is dominated
by a small number of large corporations. Revenues from two customers of the Companys QCT and QTL
segments each comprised an aggregate of 18% and 13% of total consolidated revenues in fiscal 2009,
compared to 16% and 14% of total consolidated revenues in fiscal 2008 and 13% and 14% of total
consolidated revenues in fiscal 2007, respectively. Aggregated accounts receivable from three
customers comprised 48% of gross accounts receivable at September 27, 2009. Aggregated accounts
receivable from one customer comprised 60% of gross accounts receivable at September 28, 2008.

Revenues from international customers were approximately 94%, 91% and 87% of total
consolidated revenues in fiscal 2009, 2008 and 2007, respectively.

Cost of Equipment and Services Revenues. Cost of equipment and services revenues is primarily
comprised of the cost of equipment revenues, the cost of messaging and multimedia content delivery
services revenues and the cost of development and other services revenues. Cost of equipment
revenues consists of the cost of equipment sold, the amortization of certain intangible assets,
including license fees and patents, and sustaining engineering costs, including personnel and
related costs. Cost of messaging and multimedia content delivery services revenues consists
principally of satellite transponder costs, network operations expenses, including personnel and
related costs, depreciation, content costs and airtime charges by telecommunications operators.
Cost of development and other services revenues primarily includes personnel costs and related
expenses.

Shipping and Handling Costs. Costs incurred for shipping and handling are included in cost of
equipment and services revenues at the time the related revenue is recognized. Amounts billed to a
customer for shipping and handling are reported as revenue.

Research and Development. Costs incurred in research and development activities are expensed
as incurred, except certain software development costs capitalized after technological feasibility
of the software is established.

Marketing. Cooperative marketing programs reimburse customers for marketing activities for
certain of the Companys products and services, subject to defined criteria. Cooperative marketing
costs are recorded as selling, general and administrative expenses to the extent that a marketing
benefit separate from the revenue transaction can be identified and the cash paid does not exceed
the fair value of that marketing benefit received. Any excess of cash paid over the fair value of
the marketing benefit received is recorded as a reduction in revenues in the same period the
related revenue is recorded. Cooperative marketing expense is recorded immediately when payments
are advanced to the customer or as the costs are incurred by the customer when payments are not
advanced.

Income Taxes. The asset and liability approach is used to recognize deferred tax assets and
liabilities for the expected future tax consequences of temporary differences between the carrying
amounts and the tax bases of assets and liabilities. Tax law and rate changes are reflected in
income in the period such changes are enacted. The Company records a valuation allowance to reduce
the deferred tax assets to the amount that is more likely than not to be realized. The Company
includes interest and penalties related to income taxes, including unrecognized tax benefits,
within the provision for income taxes.

The Companys income tax returns are based on calculations and assumptions that are subject to
examination by the Internal Revenue Service and other tax authorities. In addition, the calculation
of our tax liabilities involves dealing with uncertainties in the application of complex tax
regulations. We recognize liabilities for uncertain tax positions based on a two-step process. The
first step is to evaluate the tax position for recognition by determining if the weight of
available evidence indicates that it is more likely than not that the position will be sustained on
audit, including resolution of related appeals or litigation processes, if any. The second step is
to measure the tax benefit as the largest amount that is more than 50% likely of being realized
upon settlement. While the Company believes it has appropriate support for the positions taken on
its tax returns, the Company regularly assesses the potential outcomes of examinations by tax
authorities in determining the adequacy of its provision for income taxes. The Company continually
assesses the likelihood and amount of potential adjustments and adjusts the income tax provision,
income taxes payable and deferred taxes in the period in which the facts that give rise to a
revision become known.

The Company recognizes windfall tax benefits associated with the exercise of stock options
directly to stockholders equity only when realized. A windfall tax benefit occurs when the actual
tax benefit realized by the Company upon an employees disposition of a share-based award exceeds
the deferred tax asset, if any, associated with the award that the Company had recorded. When
assessing whether a tax benefit relating to share-based compensation has been realized, the Company
follows the tax law ordering method, under which current year share-based compensation deductions
are assumed to be utilized before net operating loss carryforwards and other tax attributes.

Cash Equivalents. The Company considers all highly liquid investments with original maturities
of three months or less to be cash equivalents. Cash equivalents are comprised of money market
funds, certificates of deposit, commercial paper and government agencies securities. The carrying
amounts approximate fair value due to the short maturities of these instruments.

Marketable Securities. The appropriate classification of marketable securities is determined
at the time of purchase and reevaluated as of each balance sheet date. The Company classifies
available-for-sale securities as current or noncurrent based on the nature of the securities and
their availability for use in current operations. Actively traded available-for-sale securities are
stated at fair value as determined by the securitys most recently traded price at the balance
sheet date. If securities are not actively traded, fair value is determined using other valuation
techniques, such as matrix pricing. The net unrealized gains or losses on available-for-sale
securities are reported as a component of accumulated other comprehensive income (loss), net of
income tax. The realized gains and losses on marketable securities are determined using the
specific identification method.

At each balance sheet date, the Company assesses securities in an unrealized loss position to
determine whether the unrealized loss is other than temporary. The Company considers factors
including: the significance of the decline in value compared to the cost basis, underlying factors
contributing to a decline in the prices of securities in a single asset class, how long the market
value of the security has been less than its cost basis, the securitys relative performance versus
its peers, sector or asset class, expected market volatility and the market and economy in general,
analyst recommendations and price targets, views of external investment managers, news or financial
information that has been released specific to the investee and the outlook for the overall
industry in which the investee operates.

In April 2009, the Financial Accounting Standards Board (FASB) amended the existing guidance
on determining whether an impairment for investments in debt securities is other-than-temporary.
Effective in the third quarter of fiscal 2009, if the debt securitys market value is below
amortized cost and the Company either intends to sell the security or it is more likely than not
that the Company will be required to sell the security before its anticipated recovery, the Company
records an other-than-temporary impairment charge to investment income (loss) for the entire amount
of the impairment. For the remaining debt securities, if an other-than-temporary impairment exists,
the Company separates the other-than-temporary impairment into the portion of the loss related to
credit factors, or the credit loss portion, and the portion of the loss that is not related to
credit factors, or the noncredit loss portion. The credit loss portion is the difference between
the amortized cost of the security and the Companys best estimate of the present value of the cash
flows expected to be collected from the debt security. The noncredit loss portion is the residual
amount of the other-than-temporary impairment. The credit loss portion is recorded as a charge to
investment income (loss), and the noncredit loss portion is recorded as a separate component of
other comprehensive income (loss). Prior to the third quarter of fiscal 2009, the entire
other-than-temporary impairment loss was recognized in earnings for all debt securities.

When calculating the present value of expected cash flows to determine the credit loss portion
of the other-than-temporary impairment, the Company estimates the amount and timing of projected
cash flows, the probability of default and the timing and amount of recoveries on a
security-by-security basis. These calculations use inputs primarily based on observable market
data, such as credit default swap spreads, historical default and recovery statistics, rating
agency data, credit ratings and other data relevant to analyzing the collectibility of the
security. The amortized cost basis of a debt security is adjusted for any credit loss portion of
the impairment recorded to earnings. The difference between the new cost basis and cash flows
expected to be collected is accreted to investment income (loss) over the remaining expected life
of the security.

Securities that are accounted for as equity securities include investments in common stock,
equity mutual and exchange-traded funds and debt mutual funds. For equity securities, the Company
considers the loss relative to the expected volatility and the likelihood of recovery over a
reasonable period of time. If events and circumstances indicate that a decline in the value of an
equity security has occurred and is other than temporary, the Company records a charge to
investment income (loss) for the difference between fair value and cost at the balance sheet date.
Additionally, if the Company has either the intent to sell the security or does not have both the
intent and the ability to hold the equity security until its anticipated recovery, the Company
records a charge to investment income (loss) for the difference between fair value and cost at the
balance sheet date.

Allowances for Doubtful Accounts. The Company maintains allowances for doubtful accounts for
estimated losses resulting from the inability of the Companys customers to make required payments.
The Company considers the following factors when determining if collection of a fee is reasonably
assured: customer credit-worthiness, past transaction history with the customer, current economic
industry trends and changes in customer payment terms. If the Company has no previous experience
with the customer, the Company typically obtains reports from various credit organizations to
ensure that the customer has a history of paying its creditors. The Company may also request
financial information, including financial statements or other documents to ensure that the
customer has the means of making payment. If these factors do not indicate collection is reasonably
assured, revenue is deferred until collection becomes reasonably assured, which is generally upon
receipt of cash. If the financial condition of the Companys customers was to deteriorate,
adversely affecting their ability to make payments, additional allowances would be required.

Inventories. Inventories are valued at the lower of cost or market (replacement cost, not to
exceed net realizable value) using the first-in, first-out method. Recoverability of inventory is
assessed based on review of committed purchase orders from customers, as well as purchase
commitment projections provided by customers, among other things.

Property, Plant and Equipment. Property, plant and equipment are recorded at cost and
depreciated or amortized using the straight-line method over their estimated useful lives.
Buildings and building improvements are depreciated over 30 years and 15 years, respectively.
Leasehold improvements are amortized over the shorter of their estimated useful lives or the
remaining term of the related lease, not to exceed 15 years. Other property, plant and equipment
have useful lives ranging from 2 to 25 years. Direct external and internal costs of developing
software for internal use are capitalized subsequent to the preliminary stage of development.
Leased property meeting certain capital lease criteria is capitalized, and the net present value of
the related lease payments is recorded as a liability. Amortization of capital leased assets is
recorded using the straight-line method over the

shorter of the estimated useful lives or the lease terms. Maintenance, repairs, and minor
renewals and betterments are charged to expense as incurred.

Upon the retirement or disposition of property, plant and equipment, the related cost and
accumulated depreciation or amortization are removed, and a gain or loss is recorded.

Derivatives. The Company may enter into foreign currency forward and option contracts to hedge
certain foreign currency transactions and probable anticipated foreign currency revenue
transactions. Gains and losses arising from changes in the fair values of foreign currency forward
and option contracts that are not designated as hedging instruments are recorded in investment
income (expense) as gains (losses) on derivative instruments. Gains and losses arising from the
effective portion of foreign currency forward and option contracts that are designated as cash-flow
hedging instruments are recorded in accumulated other comprehensive income (loss) as gains (losses)
on derivative instruments, net of tax. The amounts are subsequently reclassified into revenues in
the same period in which the underlying transactions affect the Companys earnings. The Company had
no outstanding forward contracts at September 27, 2009 and September 28, 2008. The value of the
Companys foreign currency option contracts recorded in other current assets was $29 million and
$56 million at September 27, 2009 and September 28, 2008, respectively, and the value recorded in
other current liabilities was $58 million and $19 million at September 27, 2009 and September 28,
2008, respectively, substantially all of which were designated as cash-flow hedging instruments.

In connection with its stock repurchase program, the Company may sell put options that require
the Company to repurchase shares of its common stock at fixed prices. The premiums received from
put options are recorded as other current liabilities. Changes in the fair value of put options are
recorded in investment income (expense) as gains (losses) on derivative instruments. At September
27, 2009 and September 28, 2008, no put options were outstanding.

Goodwill and Other Intangible Assets. Goodwill represents the excess of purchase price and
related costs over the value assigned to the net tangible and identifiable intangible assets of
businesses acquired. Goodwill is tested annually for impairment and in interim periods if certain
events occur indicating that the carrying value of goodwill may be impaired.

Acquired intangible assets other than goodwill are amortized over their useful lives unless
the lives are determined to be indefinite. Acquired intangible assets are carried at cost, less
accumulated amortization. For intangible assets purchased in a business combination or received in
a non-monetary exchange, the estimated fair values of the assets received (or, for non-monetary
exchanges, the estimated fair values of the assets transferred if more clearly evident) are used to
establish the cost bases, except when neither of the values of the assets received or the assets
transferred in non-monetary exchanges are determinable within reasonable limits. Valuation
techniques consistent with the market approach, income approach and/or cost approach are used to
measure fair value. Amortization of finite-lived intangible assets is computed over the useful
lives of the respective assets.

Weighted-average amortization periods for finite-lived intangible assets, by class, were as
follows:

September 27,

September 28,

2009

2008

Wireless licenses

5 years

15 years

Marketing-related

18 years

16 years

Technology-based

14 years

14 years

Customer-related

5 years

5 years

Other

22 years

22 years

Total intangible assets

14 years

14 years

Impairment of Long-Lived and Intangible Assets. The Company assesses potential impairments to
its long-lived assets or asset groups when there is evidence that events or changes in
circumstances indicate that the carrying amount of an asset or asset group may not be recovered. An
impairment loss is recognized when the carrying amount of the long-lived asset or asset group is
not recoverable and exceeds its fair value. The carrying amount of a long-lived asset or asset
group is not recoverable if it exceeds the sum of the undiscounted cash flows expected to result
from the use and eventual disposition of the asset or asset group. Any required impairment loss is
measured as the amount by which the carrying amount of a long-lived asset or asset group exceeds
its fair value and is recorded as a reduction in the carrying value of the related asset or asset
group and a charge to operating results. Intangible

assets with indefinite lives are tested annually for impairment and in interim periods if
certain events occur indicating that the carrying value of the intangible assets may be impaired.

Securities Lending. The Company may engage in transactions in which certain fixed-income and
equity securities are loaned to selected broker-dealers. At September 27, 2009, there were no
securities loaned under the Companys securities lending program. The loaned securities of $169
million at September 28, 2008 were included in marketable securities on the balance sheet. Cash
collateral is held and invested by one or more securities lending agents on behalf of the Company.
The Company monitors the fair value of securities loaned and the collateral received and obtains
additional collateral as necessary. Collateral of $173 million at September 28, 2008 was recorded
as a current asset with a corresponding current liability.

Litigation. The Company is currently involved in certain legal proceedings. The Company
records its best estimate of a loss related to pending litigation when the loss is considered
probable and the amount can be reasonably estimated. Where a range of loss can be reasonably
estimated with no best estimate in the range, the Company records the minimum estimated liability
related to the claim. As additional information becomes available, the Company assesses the
potential liability related to the Companys pending litigation and revises its estimates. The
Companys policy is to expense legal costs associated with defending itself as incurred.

Share-Based Payments. Share-based compensation cost, principally related to stock options, is
measured at the grant date, based on the estimated fair value of the award and is recognized as
expense over the employees requisite service period. The Companys employee stock options have
various restrictions that reduce option value, including vesting provisions and restrictions on
transfer and hedging, among others, and are often exercised prior to their contractual maturity.

The weighted-average estimated fair values of employee stock options granted during fiscal
2009, 2008 and 2007 were $14.27, $15.97 and $14.54 per share, respectively, as determined using the
lattice binomial option-pricing model with the following weighted-average assumptions (annualized
percentages):

2009

2008

2007

Volatility

42.7

%

41.1

%

33.4

%

Risk-free interest rate

2.6

%

3.8

%

4.6

%

Dividend yield

1.5

%

1.3

%

1.3

%

Post-vesting forfeiture rate

9.2

%

8.0

%

6.5

%

Suboptimal exercise factor

1.9

1.9

1.8

The Company uses the implied volatility of market-traded options in the Companys stock
for the expected volatility assumption. The term structure of volatility is used up to
approximately two years, and the Company uses the implied volatility of the option with the longest
time to maturity for periods beyond two years. The selection of implied volatility data to estimate
expected volatility was based upon the availability of actively traded options on the Companys
stock and the Companys assessment that implied volatility is more representative of future stock
price trends than historical volatility.

The risk-free interest rate assumption is based upon observed interest rates appropriate for
the terms of the Companys employee stock options. The Company does not target a specific dividend
yield for its dividend payments but is required to assume a dividend yield as an input to the
binomial model. The dividend yield assumption is based on the Companys history and expectation of
future dividend payouts and may be subject to substantial change in the future. The post-vesting
forfeiture rate and suboptimal exercise factor are based on the Companys historical option
cancellation and employee exercise information, respectively. The post-vesting forfeiture rate
represents the rate at which stock options are expected to be forfeited by employees subsequent to
their vest dates. The suboptimal exercise factor is the ratio by which the stock price must
increase over the exercise price before employees are expected to exercise their stock options.

The expected life of employee stock options represents the weighted-average period the stock
options are expected to remain outstanding and is a derived output of the binomial model. The
expected life of employee stock options is impacted by all of the underlying assumptions used in
the Companys binomial model. The binomial model assumes that employees exercise behavior is a
function of the options remaining contractual life and the extent to which the option is
in-the-money (i.e., the average stock price during the period is above the strike price of the
stock option). The binomial model estimates the probability of exercise as a function of these two
variables based on the history of exercises and cancellations of past grants made by the Company.
The expected life of employee stock options granted, derived from the binomial model, was 5.6
years, 5.9 years and 6.2 years during fiscal 2009, 2008 and 2007, respectively.

The pre-vesting forfeiture rate represents the rate at which stock options are expected to be
forfeited by employees prior to their vest dates. Pre-vesting forfeitures were estimated to be
approximately 0% in each of fiscal 2009, 2008 and 2007, based on historical experience. The effect
of pre-vesting forfeitures on the Companys recorded expense has historically been negligible due
to the predominantly monthly vesting of option grants. If pre-vesting forfeitures occur in the
future, the Company will record the effect of such forfeitures as the forfeitures occur. The
Company will continue to evaluate the appropriateness of this assumption.

Total estimated share-based compensation expense, related to all of the Companys share-based
awards, was comprised as follows (in millions):

2009

2008

2007

Cost of equipment and services revenues

$

41

$

39

$

39

Research and development

280

250

221

Selling, general and administrative

263

254

233

Share-based compensation expense before
income taxes

584

543

493

Related income tax benefit

(129

)

(176

)

(169

)

Share-based compensation expense, net of
income taxes

$

455

$

367

$

324

The Company recorded $106 million, $135 million and $98 million in share-based
compensation expense during fiscal 2009, 2008 and 2007, respectively, related to share-based awards
granted during those periods. The remaining share-based compensation expense primarily related to
stock option awards granted in earlier periods. In addition, for fiscal 2009, 2008 and 2007, $79
million, $408 million and $240 million, respectively, was presented as financing activities in the
consolidated statements of cash flows to reflect the incremental tax benefits from stock options
exercised in those periods.

Foreign Currency. Foreign subsidiaries operating in a local currency environment use the local
currency as the functional currency. Resulting translation gains or losses are recognized as a
component of other comprehensive income. Where the United States dollar is the functional currency,
resulting translation gains or losses are recognized in the statements of operations. Transaction
gains or losses related to balances denominated in a different currency than the functional
currency are recognized in the statement of operations. Net foreign currency transaction gains
included in the Companys statement of operations were negligible in fiscal 2009, 2008 and 2007.

Comprehensive Income. Comprehensive income is defined as the change in equity of a business
enterprise during a period from transactions and other events and circumstances from non-owner
sources, including foreign currency translation adjustments and unrealized gains and losses on
marketable securities. The Company presents comprehensive income in its consolidated statements of
stockholders equity. The reclassification adjustment for net realized gains results from the
recognition of the net realized gains in the statements of operations when marketable securities
are sold or derivative instruments are settled. The reclassification adjustment for
other-than-temporary losses on marketable securities included in net income results from the
recognition of the unrealized losses in the statements of operations when they are no longer viewed
as temporary. The portion of other-than-temporary impairment losses related to noncredit factors
and subsequent changes in fair value included in comprehensive income is shown separately from
other unrealized gains or losses on marketable securities.

Components of accumulated other comprehensive income (loss) consisted of the following (in
millions):

At September 27, 2009, accumulated other comprehensive income includes $45 million of
other-than-temporary losses on marketable debt securities related to factors other than credit, net
of income taxes.

Earnings Per Common Share. Basic earnings per common share is computed by dividing net income
by the weighted-average number of common shares outstanding during the reporting period. Diluted
earnings per common share is computed by dividing net income by the combination of dilutive common
share equivalents, comprised of shares issuable under the Companys share-based compensation plans
and shares subject to written put options, and the weighted-average number of common shares
outstanding during the reporting period. Dilutive common share equivalents include the dilutive
effect of in-the-money share equivalents, which is calculated based on the average share price for
each period using the treasury stock method. Under the treasury stock method, the exercise price of
an option, the amount of compensation cost, if any, for future service that the Company has not yet
recognized, and the amount of estimated tax benefits that would be recorded in paid-in capital, if
any, when the option is exercised are assumed to be used to repurchase shares in the current
period. The incremental dilutive common share equivalents, calculated using the treasury stock
method, for fiscal 2009, 2008 and 2007 were 16,900,000, 27,618,000 and 32,333,000, respectively.

Employee stock options to purchase 136,309,000, 102,397,000 and 96,278,000 shares of common
stock during fiscal 2009, 2008 and 2007, respectively, were outstanding but not included in the
computation of diluted earnings per common share because the effect would be anti-dilutive. The
computation of diluted earnings per share excluded 781,000 and 404,000 shares of common stock
issuable under our employee stock purchase plans during fiscal 2008 and 2007, respectively, because
the effect on diluted earnings per share would be anti-dilutive. Put options outstanding during
2008 and 2007 to purchase 1,607,000 and 1,456,000 shares of common stock, respectively, were not
included in the earnings per common share computation because the put options exercise prices were
less than the average market price of the common stock while they were outstanding, and therefore,
the effect on diluted earnings per common share would be anti-dilutive.

Future Accounting Requirements. In December 2007, the FASB revised the authoritative guidance
for business combinations, which establishes principles and requirements for how the acquirer in a
business combination (i) recognizes and measures in its financial statements the identifiable
assets acquired, the liabilities assumed and any noncontrolling interest in the acquiree, (ii)
recognizes and measures the goodwill acquired in the business combination or a gain from a bargain
purchase and (iii) determines what information to disclose to enable users of the financial
statements to evaluate the nature and financial effects of the business combination. The guidance
will be effective for the Companys fiscal 2010 beginning September 28, 2009 and will change the
Companys accounting treatment for business combinations on a prospective basis.

The FASB issued authoritative guidance for fair value measurements in September 2006, which
defines fair value, establishes a framework for measuring fair value and expands disclosures about
assets and liabilities measured at fair value in the financial statements. The Company adopted the
provisions of the guidance for financial assets and liabilities effective September 29, 2008 but
elected a partial deferral under the provisions related to nonfinancial assets and liabilities that
are measured at fair value on a nonrecurring basis, including goodwill, wireless licenses, other
intangible and long-lived assets, guarantees and asset retirement obligations. The adoption of this
guidance in fiscal 2010 on such nonfinancial assets and liabilities is not expected to have a
significant impact on the Companys consolidated financial statements.

In September 2009, the FASB ratified the final consensus reached by the Emerging Issues Task
Force (EITF) that revised the authoritative guidance for revenue arrangements with multiple
deliverables. The guidance addresses how to determine whether an arrangement involving multiple
deliverables contains more than one unit of accounting and how the arrangement consideration should
be allocated among the separate units of accounting. The guidance will be effective for the
Companys fiscal 2011 beginning September 27, 2010 with early adoption permitted. The guidance may
be applied retrospectively or prospectively for new or materially modified arrangements. The
Company is in the process of evaluating early prospective adoption and determining the effects, if
any, the adoption of the guidance will have on its consolidated financial statements.

In September 2009, the FASB also ratified the final consensus reached by the EITF that
modifies the scope of the software revenue recognition guidance to exclude (a) non-software
components of tangible products and (b) software components of tangible products that are sold,
licensed or leased with tangible products when the software components and non-software components
of the tangible product function together to deliver the tangible products essential
functionality. The guidance will be effective for the Companys fiscal 2011 beginning September 27,
2010 with early adoption permitted. The guidance may be applied retrospectively or prospectively
for new or materially modified arrangements. The Company is in the process of evaluating early
prospective adoption and determining the effects, if any, the adoption of the guidance will have on
its consolidated financial statements.

Effective September 29, 2008, the first day of the Companys fiscal year 2009, the Company
adopted the authoritative guidance for fair value measurements and the fair value option for
financial assets and financial liabilities. The Company did not record an adjustment to retained
earnings as a result of the adoption of the guidance for fair value measurements, and the adoption
did not have a material effect on the Companys results of operations. The guidance for the fair
value option for financial assets and financial liabilities provides companies the irrevocable
option to measure many financial assets and liabilities at fair value with changes in fair value
recognized in earnings. The Company has not elected to measure any financial assets or liabilities
at fair value that were not previously required to be measured at fair value.

Fair value is defined as the exit price, or the amount that would be received to sell an asset
or paid to transfer a liability in an orderly transaction between market participants as of the
measurement date. The guidance also establishes a hierarchy for inputs used in measuring fair value
that maximizes the use of observable inputs and minimizes the use of unobservable inputs by
requiring that the most observable inputs be used when available. Observable inputs are inputs
market participants would use in valuing the asset or liability and are developed based on market
data obtained from sources independent of the Company. Unobservable inputs are inputs that reflect
the Companys assumptions about the factors market participants would use in valuing the asset or
liability. The guidance establishes three levels of inputs that may be used to measure fair value:



Level 1 includes financial instruments for which quoted market prices for identical
instruments are available in active markets. Level 1 assets consist of money market
funds, equity mutual and exchange-traded funds, equity securities and U.S. Treasury
securities as they are traded in an active market with sufficient volume and frequency
of transactions. Level 1 liabilities are associated with the Companys deferred
incentive compensation plans.



Level 2 includes financial instruments for which there are inputs other than quoted
prices included within Level 1 that are observable for the instrument such as quoted
prices for similar instruments in active markets, quoted prices for identical or
similar instruments in markets with insufficient volume or infrequent transactions
(less active markets) or model-driven valuations in which significant inputs are
observable or can be derived principally from, or corroborated by, observable market
data, including market interest rate curves, referenced credit spreads and pre-payment
rates. Level 2 assets and liabilities consist of certain marketable debt instruments
and derivative contracts whose values are determined using inputs that are observable
in the market or can be derived principally from or corroborated by observable market
data. Marketable debt instruments in this category include government-related
securities, corporate bonds and notes, preferred securities, AAA-rated mortgage- and
asset-backed securities and certain non-investment-grade debt securities.



Level 3 includes financial instruments for which fair value is derived from
valuation techniques including pricing models and discounted cash flow models in which
one or more significant inputs are unobservable, including the Companys own
assumptions. The pricing models incorporate transaction details such as contractual
terms, maturity and, in certain instances, timing and amount of future cash flows, as
well as assumptions related to liquidity and credit valuation adjustments of
marketplace participants. Level 3 assets primarily consist of certain marketable debt
instruments whose values are determined using inputs that are both unobservable and
significant to the values of the instruments being measured, including marketable debt
instruments that are priced using indicative prices that the Company is unable to
corroborate with observable market quotes. Marketable debt instruments in this category
include auction rate securities, certain subordinated mortgage- and asset-backed
securities and certain non-investment-grade debt securities.

Assets and liabilities are classified based on the lowest level of input that is significant
to the fair value measurements. The Company reviews the fair value hierarchy classification on a
quarterly basis. Changes in the observability of valuation inputs may result in a reclassification
of levels for certain securities within the fair value hierarchy.

The following table presents the Companys fair value hierarchy for assets and liabilities
measured at fair value on a recurring basis as of September 27, 2009 (in millions):

The following table includes the activity for marketable securities classified within Level 3
of the valuation hierarchy for fiscal 2009. When a determination is made to classify an asset or
liability within Level 3, the determination is based upon the significance of the unobservable
inputs to the overall fair value measurement.

2009

(In millions)

Beginning balance of Level 3 marketable securities

$

211

Total realized and unrealized (losses) gains:

Included in investment income (loss), net

(8

)

Included in other comprehensive income

5

Purchases, sales and settlements

(29

)

Transfers into (out of) Level 3, net

26

Ending balance of Level 3 marketable securities

$

205

The Company measures certain financial assets, including cost and equity method
investments, at fair value on a nonrecurring basis. These assets are recognized at fair value when
they are deemed to be other-than-temporarily impaired. During fiscal 2009, the Company recorded $20
million in other-than-temporary impairments on such assets, which were based on fair value
measurements classified within Level 3 of the valuation hierarchy.

There were no marketable securities loaned under the Companys securities lending
program at September 27, 2009. Marketable securities in the amount of $169 million at September 28,
2008 were loaned under the Companys securities lending program.

As of September 27, 2009, the contractual maturities of available-for-sale debt securities
were as follows (in millions):

In April 2009, the FASB amended the existing guidance on determining whether an
impairment for investments in debt securities is other-than-temporary. The new guidance was
effective for the Companys third quarter of fiscal 2009 and resulted in a net after-tax increase
to retained earnings and a corresponding decrease to accumulated other

comprehensive income (loss) of $19 million primarily for the portion of other-than-temporary
impairments recorded in earnings in previous periods on securities in the Companys portfolio at
March 30, 2009 that were related to factors other than credit and would not have been required to
be recognized in earnings had the new guidance been effective for those periods.

The following table shows the gross unrealized losses and fair values of the Companys
investments in individual securities that have been in a continuous unrealized loss position deemed
to be temporary for less than 12 months and for more than 12 months, aggregated by investment
category (in millions):